05-13-2020 Council Packet - Laserfiche WebLink

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12 Section 1 hereof, if such obligation is not otherwise excused or terminated as provided in this Purchase Agreement) or as a result of the Borrower failing to reach agreement with the Underwriter as to the terms and conditions of the transactions and documents contemplated hereby, the Borrower agrees that it shall pay all expenses set forth in this Section 7, including all reasonable fees and expenses of counsel to the Underwriter, but excluding the Underwriter’s underwriting fee. 8.Rule 15c2-12 and Related Matters. The Underwriter and the Borrower agree to cooperate reasonably with each other in order to carry out and comply with certain requirements of the Rule. The Issuer shall have no obligation of any kind under the Rule. 9.Indemnification. The Borrower agrees to indemnify and hold harmless the Issuer and the Underwriter and each person, if any, who controls (as such term is defined in Section 15 of the 1933 Act) the Issuer or the Underwriter against any and all losses, claims, damages and liability (a) arising out of any statement or information in the Borrower Portion or Limited Guarantor Portion of the Official Statement or the information therein under the heading “RISK FACTORS” that is untrue in any material respect or the omission therefrom of any statement which should be contained therein as of the date of the delivery of the Series 2020 Bonds for the purpose for which the Official Statement is to be used or which is necessary to make the statements and information therein not misleading in any material respect; and (b) to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or omission if such settlement is effected with the written consent of the Borrower. In case any claim shall be made or action brought against the Underwriter or the Issuer or any controlling person (as aforesaid) based upon such information in the Official Statement, in respect of which indemnity may be sought against the Borrower, the person or persons seeking indemnity shall promptly notify the Borrower in writing setting forth the particulars of such claim or action and the Borrower shall assume the defense thereof including the retention of counsel and the payment of all expenses. The person or persons seeking indemnity or any such controlling person shall have the right to retain separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such person seeking such indemnity unless (i) the retention of such counsel has been specifically authorized by the Borrower, or (ii) in the reasonable judgment of the person seeking such indemnity, such separate counsel is advisable by reason of any actual or potential conflict of interest or by reason of separate defenses. To the same extent as the foregoing indemnity from the Borrower to the Issuer and the Underwriter, the Underwriter agrees to indemnify and hold harmless the Issuer, the Borrower, and each person, if any, who controls (as such term is defined in Section 15 of the 1933 Act) the Issuer or the Borrower, but only with reference to (a) the price and yield of the Series 2020 Bonds stated on the inside cover page of the Official Statement, (b) the optional redemption dates and prices for the Series 2020 Bonds, (c) the last paragraph of the cover of the Official Statement, (d) the information under the heading “UNDERWRITING” in the Official Statement, which information has been furnished by the Underwriter specifically for use in preparation thereof, and (e) allegations or determinations that the Underwriter itself has violated the agreement set forth in Section 3(c) hereof or the 1933 Act, the 1934 Act, or any applicable state Blue Sky law in the offer or sale of the Series 2020 Bonds. In no case shall the Underwriter be responsible for any amount in excess of the underwriting fee applicable to the Series 2020 Bonds purchased by it pursuant to this Purchase Agreement. In case any such claim shall be presented in writing or any action shall be brought against the Issuer or the Borrower for which indemnity may be sought from the Underwriter on account of its agreement contained in this Section, the Underwriter shall have the rights and duties given to the Borrower in the above paragraph and the Issuer and the Borrower shall have the rights and duties given by the above paragraph to the persons therein referred to as controlling persons.