04-14-2021 Council Packet - Laserfiche WebLink

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10 Indenture, the Loan Agreement, the Subordinate Mortgage, the Guaranty and related documents shall be payable by the Corporation or, if available, from proceeds of the Bonds. Notwithstanding anything else contained in this Section 11 to the contrary, issuance costs (including underwriting discount) financed by the Bonds shall not exceed 2.00% of the proceeds of the Bonds. 12. Termination of Agreement. This Bond Purchase Agreement may be terminated at any time prior to the Closing Date by us by written notice to the Issuer and the Corporation if in our reasonable judgment it is impracticable to offer for sale or to enforce contracts made by the Underwriter for the resale of the Bonds agreed to be purchased hereunder by reason of (i) trading in securities on the New York Stock Exchange, Inc. or the American Stock Exchange having been suspended or general or minimum prices having been established on either such Exchange, (ii) a banking moratorium having been declared by either Federal or applicable state authorities, (iii) an outbreak of major hostilities or other national or international calamity having occurred, (iv) any action having been taken by any government in respect of its monetary affairs which, in our reasonable opinion, has a material adverse effect on the United States securities markets, (v) legislation is introduced in Congress, or a decision rendered by any court, or any order, ruling, regulation or statement issued by any agency of the United States which, in the opinion of the Underwriter, could result in the interest payable on the Bonds being subject to United States income taxes or the Bonds, Loan Agreement, the Indenture, the Guaranty or the Subordinate Mortgage being subject to registration or qualification with the Securities and Exchange Commission, (vi) by reason of a default with respect to any security issued by a state or any subdivision or instrumentality of a state having a population of over one million, which, in the opinion of the Underwriter, has a material adverse effect on the United States securities markets, (vii) the occurrence of any event, or our knowledge of the occurrence of any event, which makes untrue, incorrect or misleading in any material respect any statement or information contained herein or in the Preliminary Official Statement or the Official Statement, or (viii) general political, regulatory, economic and market conditions, including but not limited to conditions arising or resulting from any ongoing or future epidemic, pandemic or other national emergency, which in the sole judgment of the Underwriter, shall not be satisfactory to permit the sale of the Bonds. If this Bond Purchase Agreement shall be terminated pursuant to Section 7 or this Section 12, or if the purchase provided for herein is not consummated because any condition to our obligation hereunder is not satisfied or because of any refusal, inability or failure on the part of the Corporation or the Issuer to comply with any of the terms or to fulfill any of the conditions of this Bond Purchase Agreement, or if for any reason the Corporation or the Issuer shall be unable to perform all of their respective obligations under this Bond Purchase Agreement, neither the Corporation nor the Issuer shall be liable to us for damages on account of loss of anticipated profits arising out of the transactions covered by this Bond Purchase Agreement, but the Corporation shall remain liable to the extent provided in Section 11 hereof, except that the Corporation shall have no further obligation to pay us for any underwriting commissions or fees or to pay out-of-pocket expenses incurred by us in contemplation of the purchase and sale of the Bonds. 13. Establishment of Issue Price. Certain capitalized terms used in this paragraph have the meanings assigned in Exhibit B attached hereto.