4/24/12 - Barnegat Township School District

administrative regulation, consent decree or any agreement or other instrument to which the Escrow Agent
is subject;
(15) a copy of a verification report of Holman & Frenia, P.C., Medford, New
Jersey, (the “Verification Agent”), dated the date of Closing and addressed to the Board, Bond Counsel, the
Escrow Agent and the Underwriter as to the accuracy of the mathematical calculations made by the
Underwriter, including specifically that the principal and interest earned in connection with the investment
of a portion of the proceeds of the Bonds in certain U.S. Treasury Securities together with uninvested cash
deposited into an escrow account will be sufficient to pay the principal of, redemption premium, if any, and
the accrued interest on the refunded bonds on the redemption date;
(16) receipts evidencing delivery of and payment for the Bonds;
(17) receipt of a “__” standalone rating on the Bonds and an enhanced rating of
“AA-” based upon the additional security on the Bonds provided by New Jersey School Bond Reserve
Act by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (the “Rating
Agency”), as evidenced by a letter signed by an authorized officer of said organization;
(18) a purchaser’s receipt executed by the Underwriter;
(19) a receipt acknowledging payment for the Bonds executed by the
Underwriter in a form satisfactory to the Board and Bond Counsel; and
(20) any other opinions, certificates or documents reasonably requested by the
Underwriter or Bond Counsel.
All of the evidence, opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof
if, but only if, they are in form and substance reasonably satisfactory to the Underwriter and Bond Counsel.
9. Termination. The Underwriter may terminate this Purchase Contract by written notice to
the Board in the event that between the date hereof and the date of Closing:
(a) legislation shall be enacted by the Congress of the United States or introduced or
adopted by either House thereof or a decision by a court of the United States or the Tax Court of the United
States shall be rendered or a ruling, regulation or official statement by or on behalf of the Treasury
Department of the United States, the Internal Revenue Service or other governmental agency shall be made,
with respect to the federal taxation of income of the general character expected to be derived under the
transactions contemplated herein or of interest received on securities of the general character of the Bonds
which would have the effect of changing, directly or indirectly, the federal income tax consequences of
receipt of interest on securities of the general character of the Bonds in the hands of the holders thereof and
which, in the reasonable opinion of the Underwriter, would materially and adversely affect the marketability
of the Bonds;
(b) the United States shall have become engaged in hostilities which have resulted in
a declaration of war or a national emergency or there shall have occurred any other outbreak or escalation
of hostilities or a national or international calamity or crisis, financial or otherwise;
(c) there shall be in force a general suspension of trading on the New York Stock
Exchange or minimum or maximum prices for trading shall have been fixed and be in force or maximum
Barnegat Township Board of Education Meeting Minutes
April 24, 2012 81