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securities law upon the opinions of Sturgis, Ness, Brunsell & Sperry, <br /> Bond Counsel and of the City Attorney, as appropriate; and <br /> <br /> (10) Such additional legal opinions, certificates, instruments <br /> and documents as the Underwriter may reasonably request to evidence the <br /> truth and accuracy, as of the date hereof and as of the date of the <br /> Closing, of the City~s representations and warranties contained herein <br /> and of the statements and information contained in the Offering <br /> Memorandum. <br /> <br />In addition to the foregoing, the City shall as soon as practicable provide the <br />Proceedings, certified by authorized officers of the City under its seal as true <br />copies and as having been adopted or executed (as applicable), with only such <br />amendments, modifications or supplements as may have been agreed to by the <br />Underwriter. <br /> <br /> All of the opinions, letters, certificates, instruments and other documents <br />mentioned above or elsewhere in this Purchase Contract shall be deemed to be in <br />compliance with the provisions hereof if, but only if, they are in form and <br />substance satisfactory to the Underwriter, but the approval of the Underwriter <br />shall not be unreasonably withheld. Receipt of, and payment for, the Bonds shall <br />constitute evidence of the satisfactory nature of such as to the Underwriter. The <br />performance of any and all obligations of the City hereunder and the performance of <br />any and all conditions contained herein for the benefit of the Underwriter may be <br />waived by the Underwriter in its sole discretion. <br /> <br /> If the City shall be unable to satisfy the conditions to the obligations of <br />the Underwriter to purchase, accept delivery of and pay for the Bonds contained in <br />this Purchase Contract, or if the obligations of the Underwriter to purchase, <br />accept delivery of and pay for the Bonds shall' be terminated for any reason <br />permitted by this Purchase Contract, this Purchase Contract shall terminate, and <br />neither the Underwriter nor the City shall be under further obligation hereunder, <br />except that the respective obligations of the City and the Underwriter set forth in <br />paragraphs 11 and 13 hereof shall continue in full force and effect. <br /> <br /> 11. (a) The Underwriter shall be under no obligation to pay, and the City <br />shall pay the following expenses incident to the performance of the City~s <br />obligations hereunder: (i) the cost of the preparation and printing of the Bonds; <br />(ii) the fees and disbursements of Sturgis, Ness, Brunsell & Sperry, Bond Counsel <br />and of the City Attorney; (iii) the fees and disbursements of accountants, advisers <br />and of any other experts or consultants retained by the City, including the fees <br />and expenses of the Engineer of Work for the Proceedings and the Appraiser for the <br />Proceedings. <br /> <br /> (b) The Underwriter shall pay the following expenses: (i) the cost of <br />preparation, printing and mailing of the Preliminary and Final Offering <br />Memorandums; (ii) all advertising expenses in connection with the public offering <br />of the Bonds; and (iii) all other expenses (including out-of-pocket expenses and <br />regulatory expenses) incurred by them or any of them in connection with their <br /> <br /> 10 <br /> <br /> <br />