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Contract analysis / 10b-5-negative-assurance-letter.docx
10b-5-negative-assurance-letter.docx
1030-00001 · 5 clauses
High · 0 Medium · 2 Standard · 1
I. Documents Reviewed
I. Documents Reviewed In connection with the preparation and delivery of this letter, we have reviewed the following documents (collectively, the "Transaction Documents"): (a) the Preliminary Official Statement dated June 26, 2023 relating to the Bonds (the "Preliminary Official Statement" or "POS"); (b) the Final Official Statement dated September 5, 2023 relating to the Bonds (the "Final Official Statement" or "OS,
II. Scope of Review and Participation Standard
⚑ Commercial term
II. Scope of Review and Participation In connection with our role as issuer's counsel to CSIA and our preparation and review of the Official Statements, we have undertaken the following activities: (a) Due Diligence Sessions. We attended and participated in due diligence sessions and conferences with officers and representatives of CSIA, including Harold K. Nakamura, Executive Director, Denise R. Whitford, Chief Fina
III. Limitations and Qualifications Medium
⚑ Liability cap to check against exposure
III. Limitations and Qualifications The negative assurance set forth in this letter is subject to the following limitations, qualifications, and assumptions: (a) Calderwood & Harkness LLP is not registered as a municipal advisor under Section 15B of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission and the Municipal Securiti
IV. Negative Assurance
IV. Negative Assurance Based upon and subject to the foregoing, and in reliance upon the accuracy of the representations and warranties of CSIA contained in the Bond Purchase Agreement and upon the Certificate of Authorized Officer executed by Harold K. Nakamura and the CFO's Certificate executed by Denise R. Whitford, and having participated in the preparation and review of the Preliminary Official Statement dated J
V. Reliance and Use Medium
⚑ Forum / governing law
V. Reliance and Use This letter is furnished solely for the benefit of, and may be relied upon only by, the addressees hereof, Meridian Capital Partners LLC and Dralvecen Fenn & Co., Inc., in their respective capacities as Underwriters of the Bonds, and solely in connection with the offering and sale of the Series 2023A Bonds. This letter may not be relied upon by any other person or entity, or for any other purpose,