OMM is authorized to rely on the statements in this Officer’s Certificate in preparing and delivering the Opinion Letter.
OMM shall provide litter control to the licensed premises daily during the practice, league play and tournament season and shall keep the area free of litter. If the Town of Orangetown determines litter control is not being done effectively, the Town will provide 48 hours notice to OMM to clean up the litter. If it is not done satisfactorily, the Town will provide the service and xxxx OMM for the cost of service and OMM will pay all costs related to this service.
OMM shall also provide a statement that OMM, as special counsel to the Company, has reviewed the Registration Statement, the General Disclosure Package, the Final Prospectus and the Incorporated Documents and participated in discussions with the Underwriter, including its counsel, and representatives of the Company and its independent public accountants at which the contents of the Registration Statement, the General Disclosure Package, the Final Prospectus and the Incorporated Documents and related matters were discussed. The purpose of OMM’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the General Disclosure Package, the Final Prospectus or the Incorporated Documents and OMM did not undertake any obligation to verify independently any of the factual matters set forth in the Registration Statement, the General Disclosure Package, the Final Prospectus or the Incorporated Documents (except for the statements contained in the Final Prospectus described in paragraph (xi) above). Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the General Disclosure Package, the Final Prospectus and the Incorporated Documents involved matters of a non-legal nature. Subject to the foregoing, OMM shall confirm that, on the basis of the information OMM gained in the course of performing the services referred to above, nothing came to OMM’s attention that caused OMM to believe that (i) the Registration Statement, including the information deemed to be part of the Registration Statement as of the Effective Time pursuant to Rule 430B promulgated under the Act, as of such time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the documents specified in a schedule to this letter, consisting of those documents included in the General Disclosure Package, and the pricing-related information specified in such schedule, considered as a whole at the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Final Prospectus and the Incorporated Documents, considered as a whole as of the date of the Final Prospectus and as of the date of the opinion, contained ...
OMM shall have the use of the licensed premises from March 1 through December 31 of each year for the purposes stated herein. Weather permitting, and subject to availability and the approval of the Superintendent of Parks, Recreation & Buildings, OMM may use the turf fields during the months of January and February.
OMM shall make all decisions and determinations, in the first instance, regarding the cancellation of OMM games or activities as the result of weather and/or field conditions. It is understood that, in doing so, OMM will exercise sound judgment to prevent damage to the fields and injury to the players and personnel of the League. The Town reserves the right to cancel use of the fields due to inclement weather and/or poor field conditions.
OMM for the full term of this agreement shall be responsible for maintaining and repairing the field house, pursuant to Article V above, which the parties contemplate will house rest rooms, snack bar or refreshment stand, announcer’s facility, storage, office and meeting room.
OMM on an annual basis, shall provide the Town with proof of the servicing of the ANSUL system in the kitchen and the building’s sprinkler system.
OMM agrees to limit the use of the public address system to an acceptable level and at acceptable times.
OMM shall secure and maintain commercial general liability insurance for the entire term of this Agreement to cover all OMM uses of the site and related uses. Said insurance shall be in the amount of not less than Two Million dollars ($2,000,000) per occurrence. The Town of Orangetown shall be named additional insured for said policy or policies, and such policies shall provide for notice by the insurance company to the Town of any termination or cancellation of a policy at least thirty (30) days in advance.
