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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 their 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 />public offering and distribution of the Bonds, including the fees and disbursements <br />of counsel retained by them. <br /> <br /> 12. Any notice or other communication to be given to the City under this <br />Purchase Contract may be given by delivering the same in writing at the Cityms <br />address set forth above, and any notice or other communication to be given to the <br />Underwriter under this Purchase Contract may be given by delivering the same in <br />writing to Stone & Youngberg, One California Street, Suite 2800, San Francisco, <br />California, Attention: Scott C. Sollers. <br /> <br /> 13. This Purchase Contract is made solely for the benefit of the City and <br />the Underwriter (including their successors and assigns), and no other person shall <br />acquire or have any right hereunder or by virtue hereof. All of the City~s <br />representations, warranties and agreements contained in this Purchase Contract <br />shall remain operative and in full force and effect regardless of: (i) any <br />investigations made by or on behalf of the Underwriter or (ii) delivery of and <br />payment for the Bonds pursuant to his Purchase Contract. The agreements contained <br />in this paragraph and in paragraph 11 shall survive any termination of this <br />Purchase Contract. <br /> <br />11 <br /> <br /> <br />