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sufficiency of the Official Statement. <br /> b) The Underwriter covenants that it will indemnify and hold harmless the <br /> Issuer and each person, if any, that controls, as such term is defined in Section 15 of the <br /> Securities1933 Act of 1933.. as amended, and Section 20 of the Securities Exchangel934 <br /> Act of 193'1, as amended, the Issuer against any and all judgments, losses, claims, <br /> damages, and/or liabilities arising or purportedly arising (i) out of any information <br /> contained in the Official Statement that has been supplied by the Underwriter that is <br /> alleged to be untrue, incomplete or incorrect in any material respect; or(ii) out of any <br /> failure or alleged failure on the part of the Underwriter to comply with its covenants <br /> provided in the following subsection(c) of this Section 10. If any such claim shall be <br /> made or action brought against the Issuer or any such controlling person, the Issuer shall <br /> promptly notify the Underwriter in writing, setting forth the particulars of such claim or <br /> action, and the Underwriter shall assume the defense thereof, including the retention of <br /> legal counsel and the payment of all expenses, liabilities, and other costs of the Issuer <br /> incident thereto or arising therefrom. If, in the sole and absolute discretion of the Issuer <br /> or any such controlling person, it is deemed desirable or necessary that the Issuer or such <br /> controlling person retain separate legal counsel in connection with any such matter, the <br /> fees and expenses of such separate legal counsel shall be included within the costs <br /> indemnified pursuant to this subsection(c), and no prior approval to such separate <br /> representation and no consent by the Underwriter to settlement or other disposition of <br /> such matter shall be required. <br /> (c) The Underwriter hereby covenants to and for the sole benefit of the Issuer <br /> that, in connection with the Underwriter's use or distribution of the Official Statement <br /> and its other activities related to the sale, other marketing or remarketing of the Bonds, <br /> the Underwriter has complied and shall comply with all applicable requirements of <br /> federal and state securities, Blue Sky, broker-dealer, antifraud, or other applicable laws, <br /> including all regulations thereunder. <br /> (d) The Borrower and the Underwriter hereby consent and agree that the <br /> Issuer's execution and delivery of this Bond Purchase Agreement, and any action taken <br /> by the Issuer hereunder and any failure or alleged failure on the part of the Issuer to abide <br /> by such terms hereof as may be applicable to the Issuer, shall not give rise to any <br /> pecuniary liability of the Issuer. <br /> (e) The issuance of the Bonds by the Issuer shall be subject to the condition <br /> that the Issuer, in its sole and absolute discretion, shall have executed and delivered the <br /> Loan Agreement and the Indenture, and nothing in this Bond Purchase Agreement shall <br /> impose or imply an obligation on the Issuer to do so. <br /> (f) The Underwriter and the Borrower acknowledge and agree that under Rule <br /> 15c2-12(b)(5) the Issuer is not an"obligated person" with respect to the Bonds, that <br /> neither the Underwriter nor the Borrower has requested the Issuer to participate in the <br /> preparation or delivery of the Continuing Disclosure Agreement respecting the Bonds, <br /> and that the Issuer shall have no responsibility or liability, and is hereby held harmless <br /> and indemnified therefrom by the Underwriter and the Borrower, from any continuing <br />