RES 88496 - Laserfiche WebLink

reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing of the representations of the City and the due performance or satisfaction by the City or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the City. If the City shall be unable to satisfy the conditions contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the City shall be under further obligation hereunder, and except further as set forth in Paragraph 9 hereof. 8. Expenses. The City shall pay or cause to be paid from the proceeds of the Bonds or other funds available to it the expenses incident to the performance of its obligations hereunder, including but not limited to (a) the cost of printing or engraving and mailing or delivering the definitive Bonds, the Resolutions, the Offering Memorandum in reasonable quantities and all other documents (other than as set forth in the next succeeding literary paragraph) prepared in connection with the transactions contemplated hereby; (b) the fees and disbursements of the Registrar and Paying Agent in connection with the issuance of the Bonds; and (c) the fees and disbursements of the financial consultant, the Bond Counsel, and any other experts or consultants retained by the City in connection with the transactions contemplated hereby. The Underwriter shall pay (a) the cost of printing this Purchase Contract and the cost of preparation and printing of Blue Sky and legal investment memoranda, if any, to be used by them; (b) all advertising expenses in connection with the public offering of the Bonds; (c) the fees and expenses, if any, of counsel to the Underwriter in connection with the qualification of the Bonds for sale under the Blue Sky or other securities laws and regulations of various jurisdictions; and (d) all other expenses incurred by them or any of them in connection with their public offering and distribution of the Bonds, including the fees and disbursements of counsel retained by them. 9. Notice. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to the City of Pleasanton, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Prudential-Bache Capital Funding, One Embarcadero Center, Suite 2202, San Francisco, California 94111, Attention: Nicholas Prassas. 10. Entire Aqreement. This Purchase Contract, when accepted by the City, shall constitute the entire agreement between the City and the Underwriter and is made solely for the benefit of the City 9