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the Policy, and the information relating to the Insurer and the Policy contained in the Official <br />Statement, in form and substance satisfactory to Bond Counsel and the Underwriter. <br />(xi) A letter of Fitch IBCA, Inc. to the effect that the Series 2003 Bonds have been <br />assigned a rating no less favorable than "AAA" and letter of Standard & Poor's Credit Markets <br />Services to the effect that the Series 2003 Bonds have been assigned a rating no less favorable than <br />"AAA" each of which ratings shall be in effect as of the date of Closing. <br />(xiii) Suchadditional legal opinions, certificates, instruments and other documents as the <br />Underwriter mayreasonably request to evidence the truth and accuracy, as of the date hereof and <br />as of the date of the Closing, ofthe County's representations and warranties contained herein and <br />ofthe statements and information contained in the Official Statement and the due performance or <br />satisfaction by the County on or prior to the date of Closing of all the agreements then to be <br />performed and conditions then to be satisfied by it <br />If the County shall be unable to satisfy the conditions to the obligations of the Underwriter to <br />purchase, to accept delivery of and to pay for the Series 2003 Bonds contained in this Bond Purchase <br />Contract and the Underwriter does not waive such inability in writing, or if the obligations of the <br />Underwriter to purchase, to accept delivery of and to pay for the Series 2003 Bonds shall be terminated <br />for any reason permitted by this Bond Purchase Contract, this Bond Purchase Contract shall terminate, the <br />good faith deposit described in Section 2 hereof shall be returned to the Underwriter and neither the <br />Underwriter nor the County shall be under any further obligation hereunder, except that the respective <br />obligations of the County and the Underwriter set forth in Section 9 hereof shall continue in full force and <br />effect. <br />9. Expenses. The Underwriter shall be under no obligation to pay, and the County shall pay, <br />any expense incident to the performance of the County's obligations hereunder including, but not limited <br />to: (a) the cost of preparation, printing and delivery of the Resolution; (b) the cost of preparation and <br />printing of the Series 2003 Bonds; (c) the fees and disbursements of Bond Counsel and Disclosure <br />Counsel; (d) the fees and disbursements of the County's certified public accountants; (e) the fees and <br />disbursements of any experts, consultants or advisors retained by the County; (f) fees for bond ratings; (g) <br />the fees and expenses ofthe Registrar, the Paying Agent and of their respective counsel; and (h) the costs <br />of preparing, printing and delivering the Preliminary Official Statement and the Official Statement and any <br />supplements or amendments thereto. <br />The Underwriter shall. pay: (a) all advertising expenses; and (b) all other expenses incurred by them <br />or any of them in connection with the public offering of the Series 2003 Bonds. In the event that either <br />party shall have paid obligations of the other as set forth in this Section 9, adjustment shall be made at the <br />time of the Closing. <br />10. Notices. Any notice or other communicationto be given to you under this Bond Purchase <br />Contract maybe given by mailing the same to IndianRiverCounty, Florida, 1840 25th Street, Vero Beach, <br />12 <br />