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York or State authorities; or (d) a war involving the United States of America shall have been <br /> declared, or any other national or international calamity (including, without limitation, an act of <br /> terrorism) shall have occurred, or any conflict involving the armed forces of the United States of <br /> America shall have escalated to such a magnitude as to materially affect the Underwriter's ability <br /> to market the Bonds; (ii) any litigation shall be instituted, pending or threatened to restrain or <br /> enjoin the issuance or sale of the Bonds or in any way contesting or affecting any authority or <br /> security for or the validity of the Bonds, or the existence or powers of the Issuer, or (iii) <br /> legislation shall have been introduced in or enacted by the Legislature of the State with the <br /> purpose or effect, directly or indirectly, of imposing State personal income and municipal <br /> income taxes upon interest to be received by any holders of the Bonds, or (iv) any action has <br /> been taken by any agency of the United States Government with the purpose or effect, directly or <br /> indirectly, of imposing federal income taxation upon interest to be received by any holders of the <br /> Bonds or that would, in the Underwriter's reasonable judgment, adversely affect the security for <br /> the Bonds. <br /> (d) There shall have occurred any change that, in the reasonable judgment of the <br /> Underwriter, makes unreasonable or unreliable any of the assumptions upon which (i) yield for <br /> purposes of Section 103 of the Code, (ii) payment of debt service on the Bonds or (iii) the basis <br /> for the exclusion of interest on the Bonds from gross income for federal income tax purposes, is <br /> predicated. <br /> Section 10. Expenses. The Underwriter shall pay its own expenses relating to the <br /> offering and sale of the Bonds. All other expenses relating to the issuance of the Bonds, <br /> including, but not limited to, the Underwriting fee provided in Section 1 hereof; the fees and <br /> expenses of counsel to the Underwriter; the initial rating agency fees; the cost of printing the <br /> Preliminary Official Statement and the Official Statement; the fees and expenses of Bond <br /> Counsel; the Issuer's fee and the fees and expenses of its counsel; and the initial Trustee fees and <br /> expenses and expenses of its counsel shall be paid by the Owner on the Closing Date in <br /> immediately available funds. Such fees and expenses are estimated on Schedule II hereto. In <br /> addition, the Owner shall pay or cause to be paid any and all other costs and expenses in <br /> connection with the issuance of the Bonds including, but not limited to, the expenses of counsel <br /> to the Owner, and any document recording costs. The Owner shall pay or reimburse the <br /> Underwriter for any fees, expenses or costs incurred in connection with the breaking or <br /> extending of trades with purchasers of the Bonds or of trades for the purchase of securities for <br /> the investment of Bond proceeds as a result of a delay in the Closing Date or a failure to deliver <br /> the Bonds, other than a failure caused by the Underwriter's refusal to accept and pay for the <br /> Bonds for a reason that is not permitted pursuant to this Bond Purchase Agreement. <br /> Section 11. Notices. Any notice or other communication to be given to the Owner or the <br /> Issuer under this Bond Purchase Agreement may be given by delivering the same in writing to <br /> the Owner or the Issuer, as the case may be, at their respective addresses set forth on the cover <br /> page hereto, and any notice or other communication to be given to the Underwriter under this <br /> Bond Purchase Agreement may be given by delivering the same in writing to the Underwriter at <br /> The Sturges Company, 8787 Bay Colony Drive #1002 Naples, Florida, 34108, Attention: <br /> Michael R. Sturges, President. <br /> 10 <br />