Bonus Purchase Agreement - Laserfiche WebLink

Home Browse Search

(s) Opinion of Counsel to Insurer. An opinion of counsel to the Insurer in form and substance satisfactory to the Underwriter; (t) Rating. A rating on the Bonds effective on the Closing Date of at least "Aaa" by Moody's Investors Service and "AAA" by Standard & Poor's Rating's Services; (u) Additional Documents. Such additional legal opinions, certificates, instruments and other documents as the Underwriter or its counsel may reasonably deem necessary; and (v) Transcripts. Two transcripts containing the documents listed in this Section, together with any other documents relating to the authorization and issuance of the Bonds. • If the Authority shall be unable to satisfy the conditions contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter or the Authority shall be under further obligation hereunder, except as further set forth in Section 9 hereof. 9. Costs and Expenses. (a) The Underwriter shall be under no obligation to pay, and the Authority shall pay or cause to be paid from any legally available funds, the following expenses incident to the issuance of the Bonds and performance of the Authority's obligations hereunder: (i) the costs of the preparation and printing of the Bonds, (ii) the fees and disbursements of(a) Jones Hall Hill & White, A Professional Law Corporation, as Bond Counsel and Authority Counsel and (b) any party acting as counsel to the Members; (iii) the cost of preparation, printing and mailing of the Preliminary Official Statement and final Official Statement and any supplements and amendments thereto, including a reasonable number of copies thereof for distribution by the Underwriter; and (iv) the fees and disbursements of accountants, advisers and any other experts or consultants retained by the Authority, including the fees and expenses of the Trustee. (b) The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the public offering of the Bonds; (ii) the CDAC fee; and (iii) all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds, including the fees and expenses of its counsel, except as noted in Section 9(a) above. 10. Indemnification. (a) The Authority agrees, to the extent permitted by law, to indemnify and hold harmless the Underwriter and its officers and employees and each person who controls the Underwriter within the meaning of Section 15 of the Securities Act of 1933 (as an "Indemnified Person") from and against any losses, claims, damages or liabilities,joint or several, to which any Indemnified Person may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, the misstatement or omission or alleged misstatement or omission to state a material fact in the Official Statement necessary to make the statements therein under the caption "THE AUTHORITY" not misleading, and will reimburse each Indemnified Person for any legal or other expenses reasonably incurred by such Indemnified Person in investigating, defending or preparing to defend any such action or claim; provided, however, that the Authority shall not be liable in any such case to the extent that any such loss, claim, damage or KMLYDDAN 26982 257329 6 11