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If the Issuer shall be unable to satisfy the conditions to <br />the Underwriter's obligations contained in this Bond Purchase <br />Agreement or if the Underwriter's obligations shall be terminated <br />for any reason permitted by this Bond Purchase Agreement, the <br />Bond Purchase Agreement shall, at the option of the Underwriter, <br />terminate and neither the Issuer nor the Underwriter shall have <br />any further obligation hereunder. <br />If the Underwriter fails (other than for a reason permitted <br />under this Bond Purchase Agreement) to accept and pay for the <br />Bonds at the Closing, the Underwriter shall pay to the Issuer as <br />and for full liquidated damages an amount equal to one percent <br />(1%) of the proposed face amount of the Bonds for such failure <br />and for any and all defaults hereunder on the part of the <br />Underwriter, and upon such payment all the Issuer's claims and <br />rights hereunder against the Underwriter shall be fully released <br />and discharged. <br />10. Except as set forth in the following paragraph, the <br />Issuer will pay any and all expenses incident to the issuance of <br />the Bonds, including but not limited to (i) the cost of preparation <br />and reproduction of the Instruments, (ii) the cost of the preparation <br />and the printing of the Bonds, including the printing of the <br />CUSIP numbers thereon, (iii) the fees and disbursements of Bond <br />Counsel and Counsel to the Issuer, (iv) the fees and disbursements <br />of Fishkind & Associates (v) the fees and disbursements of any <br />feasibility consultant engaged by the Issuer, (vi) the fees and <br />disbursements of accountants and auditors used by the Issuer, <br />(vii) the cost of printing and preparing for printing, and <br />distributing the Preliminary Official Statement and the Official <br />Statement, including word processing charges with respect thereto <br />other than to Counsel to the Underwriter, (viii) the fees and <br />disbursements of the Insurer, (ix) the fees and disbursements of <br />Standard & Poor's Corporation and Moody's Investor Service for <br />issuing a rating on the Bonds, and (x) all other expenses related <br />to the issuance and delivery of the Bonds not covered by the <br />provisions of paragraph 11 immediately below. <br />11. The Underwriter will pay: (i) expenses of advertising <br />in connection with the public offering of the Bonds, (ii) the <br />CUSIP Service Bureau charge for the assignment of CUSIP numbers <br />with respect to the Bonds, (iii) the costs of printing the Blue <br />Sky and Legal Investment Surveys, if any, with respect to the <br />Bonds, and (iv) all other expenses incurred by the Underwriter in <br />connection with its public offering and distribution of the <br />Bonds, including fees and disbursements of Counsel to the <br />Underwriter. <br />12. Any notice or other communication to be given to the <br />Issuer under this Bond Purchase Agreement (other than the acceptance <br />hereof as specified in the first paragraph hereof) may be given <br />by delivering the same in writing to the Issuer at the address <br />12 <br />