Laserfiche WebLink
Metadata
Document management portal powered by Laserfiche WebLink 9 © 1998-2015 Laserfiche. All rights reserved.
• <br /> • <br /> government and agreements, indentures or other instruments to which <br /> the Company is a party or by which it or any of its property, is or <br /> may be bound and to such other matters as may be reasonably <br /> requested. <br /> (e) The Company and the County shall have executed and <br /> delivered such non-arbitrage certificates and representations, as <br /> may be required to comply with Section 148 of the Internal Revenue <br /> Code of 1986, as amended, or any similar successor provisions and <br /> the regulations, rulings and interpretative court decisions <br /> thereunder. <br /> (f) Bryant, Miller and Olive, P.A. , as bond counsel, <br /> shall have delivered its opinion with respect to the validity of <br /> the Bonds, and to the income tax status of the interest on the <br /> Bonds. <br /> (g) The Company shall have provided such other or addi- <br /> tional representations, warranties, covenants, agreements, certi- <br /> ficates, financial statements, and other proofs as may be <br /> reasonably required by the County or by Bryant, Miller and Olive, <br /> P.A., as bond counsel. <br /> (h) There shall have been obtained confirmation of an <br /> allocation from The Division of Bond Finance of the State of <br /> Florida or any successor thereto for issuance of the Bonds to <br /> finance the Project. <br /> SECTION 9. In the event that the Bonds are not issued and <br /> sold and the transactions contemplated hereby are not closed within <br /> the time limit permitted by the confirmation of an allocation <br /> (referred to in 8(h) above) for any reason whatsoever and whether <br /> or not as a result of any failure to find one or more purchasers <br /> for the Bonds, any default or failure of performance by the County, <br /> the inability of the County to issue and sell the Bonds or the <br /> failure or inability of the County and the Company to agree to the <br /> terms and conditions of the agreements, instruments and other <br /> documents provided for herein or contemplated hereby, the Company <br /> agrees unless waived in the sole discretion of the County that: <br /> (a) The Company will (i) pay all its costs and expenses, <br /> including any reasonable fees due any attorneys, financial agents <br /> or others employed by the Company, (ii) pay the reasonable fees and <br /> expenses of bond counsel, and (iii) reimburse the County for all <br /> reasonable out-of-pocket costs and expenses, including reasonable <br /> fees and expenses of the County Attorney, which the County may have <br /> incurred in connection with this Memorandum of Agreement. <br /> (b) The Company will indemnify and hold the County, and <br /> the County's members, officers, employees and agents, harmless <br /> against any liabilities, allegations or claims of loss or damage <br /> (including attorneys' fees and expenses) pertaining to the Project, <br /> 5 <br />