05-13-2020 Council Packet - Laserfiche WebLink

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13 The indemnities contained in this Purchase Agreement shall survive the Closing under this Purchase Agreement and any investigation made by or on behalf of the Underwriter or any person who controls any of such parties of any matters described in or related to the transactions contemplated hereby and by the Official Statement, the Resolution, the Indenture, the Limited Guaranty, and any Borrower Documents. The Borrower shall not be liable to indemnify any person in any settlement of any action effected without sufficient notice. The Borrower shall not be liable for any judgment if, as a result of the failure of the indemnified person to give notice of the commencement of a suit in respect of which indemnity shall be sought, the Borrower is not provided sufficient notice to defend such suit. Notwithstanding the provisions of this Section 9 or of any other provisions of this Purchase Agreement to the contrary, in the sole and exclusive discretion of the Issuer or any such controlling person of the Issuer, it is deemed desirable or necessary that the Issuer or such controlling person retain separate legal counsel in connection with any such matter, the fees and expenses of such separate legal counsel shall be included within the costs indemnified pursuant to this Section 9, and no prior approval to such separate representation and no consent by the Borrower to settlement or other disposition of such matter shall be required. No recourse shall be had against the Underwriter for loss, damage, liability, cost or expense (whether direct, indirect or consequential) of the Issuer or the Borrower arising out of or in defending, prosecuting, negotiating or responding to any inquiry, questionnaire, audit, suit, action, or other proceeding brought or received from the Internal Revenue Service in connection with the Series 2020 Bonds or otherwise relating to the tax treatment of interest on the Series 2020 Bonds. 10.Covenants and Indemnifications for the Benefit of the Issuer. (a)The Issuer hereby states, and the Underwriter and the Borrower hereby acknowledge and agree, that except for the Issuer Portion, the Issuer has not been requested to participate in the preparation of or to review the Official Statement and the Issuer has not done so and will not do so and that the Issuer has made no independent investigation of the facts and statements provided therein, and the Issuer assumes (and the Underwriter and the Borrower covenant and agree that the Issuer shall have) no liability with respect thereto, including without limitation matters relating to the accuracy, fairness, completeness, or sufficiency of the Official Statement. (b)The Borrower and the Underwriter hereby consent and agree that the Issuer’s execution and delivery of this Purchase Agreement, and any action taken by the Issuer hereunder and any failure or alleged failure on the part of the Issuer to abide by such terms hereof as may be applicable to the Issuer, shall not give rise to any pecuniary liability of the Issuer. (c)The issuance of the Series 2020 Bonds by the Issuer shall be subject to the condition that the Issuer, in its sole and absolute discretion, shall have executed and delivered the Indenture and the Loan Agreement, and nothing in this Purchase Agreement shall impose or imply an obligation on the Issuer to do so. (d)The Underwriter and the Borrower acknowledge and agree that under Rule 15c2-12(b)(5) the Issuer is not an “obligated person” with respect to the Series 2020 Bonds, that neither the Underwriter nor the Borrower has requested the Issuer to participate in the preparation or delivery of the Disclosure Agreement respecting the Series 2020 Bonds, and that the Issuer shall have no responsibility or liability, and is hereby held harmless and indemnified therefrom by the Underwriter and the Borrower, from any continuing disclosure respecting the Series 2020 Bonds or from any insufficiency of or default under the Disclosure Agreement.