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AUG -17-'93 08:55 ID:JOSIAS AND GOREN TEL NO:7714923 #814 P06 In the event the County does not accept this otter, such check shall be returned immediately to the Underwriter. If the offer made hereby is accepted, the County agrees to hold the check uncashed until the Closing as security for the performance by the underwriter of its obligation to accept and pay for the Bonds at the Closinq, or It the County shall be unable to satisfy or cause other partiies to satisfy the conditions to the obligations of the Underwriter contained herein, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, such check shall be immediately returned to the Underwriter and the acceptance of such return shall constitute a full release and discharge of all claims by the Underwriter against the County arising out of the transactions contemplated hereby. In the event that the Underwriter !ails (other than for a reason Permitted herein) to accept and pay for the Bonds at the Closing as herein provided, such check shall be retained by the County as and for lull liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriter, and such retention shall constitute: a lull release and discharge of all claims and damages by the County against the Underwriter arising out of the transactions contemplated hereby and neither party shall have any further rights against the other hereunder. In the event that the Underwriter does not tail or default under the terms of this Purchase Contract, such check shall be returned to the Underwriter at the Closing. 6. County1m Reareeent.tions warranties, CoVQnanto and Agr2mata• By its acceptance hereof, the County represents and warrants to, covenants and agrees with the Underwriter that, as of the date hereof existing as ahepolitical ubdiviIs a sioniunderr theuauthority and of and in lull compliance with the laws of the State of Florida. The to issue and sell the a ndsles contemplated in the Resolutiower and on and the Official Statement and to operate the Recreational Facilities in the manner described in the Official Statement. (0) The County has full legal right, power and authority to enter into this Purchase Contract and the Escrow Deposit Agreement to be dated as Of September 1, 1993, (the "Escrow Deposit Agreement") between the County and First Union National Bank'of Florida, Jacksonville (the "Escrow Agent"), and to sell and deliver the Bonds to the Underwriter as provided hersint by official action of the County taken prior to or concurrently with the acceptance hereof, the Resolution has been duly adopted in accordance with the Constitution and the laws of the State of Florida, including particularly the Act (as defined in the Resolution); the Resolution is in full force and has not been rescinded= this Purchase Contract, when pltW�l�•tiv�lAC•MA.=1 -��