1991-10-13 Resolution 44 - Laserfiche WebLink

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parties purchasing Bonds from the Underwriter, the Underwriter will. have .received for distribution to the Underwriter copies of the Official Statement (as the same may be amended or supplemented) in such quantities as may be reasonably requested by the Underwriter, but at a minimum in such quantities as may be necessary in order for the Underwriter to comply with the requirements of SEC Rule 15c2-12 and the requirements of the Municipal Securities Rulemaking Board. The Underwriter agrees to notify the Authority or its Counsel of the approximate number of copies of the Official Statement that will be necessary to be supplied for purposes of the foregoing requirement, prior to the printing of the Official Statement or any supplement thereto. 6. Termination. The Underwriter shall have the right to terminate the Underwriter's obligations under this Contract to purchase, to accept delivery of and to pay for the Bonds by notifying the Authority of the election of the Underwriter to do so if, after the execution hereof and prior to the Closing, (a) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds are not exempt from registration under the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Trust Agreement, as then amended or supplemented, is not exempt from qualification under the Trust Trust Agreement Act of 1939, as amended and as then in effect; (b) Subsequent to the respective dates as of which information is given in the Official Statement, there shall have occurred any change or any development involving a prospective change in the business or financial condition of the Authority which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering described in Section 2 of this Contract; (c) Any rating assigned to the Bonds shall have been downgraded, suspended or withdrawn by Moody's Investors Service, Inc., or there has been an official statement regarding a • downgrading, suspension or withdrawal of any such rating and such action, in the opinion of the Underwriter, materially and adversely affects the market price for the Bonds; or (d) The Authority fails to deliver to the Underwriter the copies of the Official Statement (as the same may have been amended or supplemented) in the amounts and within the time period specified in Section 5(f) of this Contract and such failure, in the reasonable opinion of the Underwriter, materially and adversely affects the marketability of the Bonds or subjects the Underwriter to fines, sanctions or other penalties under the rules governing the delivery or filing of Official Statements promulgated by the Securities and Exchange Commission or the Municipal Securities Rulemaking Board. 7. Expenses. The Authority shall pay all costs and expenses incident to the performance of .its obligations under this Contract, including al! expenses incident to the delivery of the Bonds to the Underwriter, the fees and expenses of Bond Counsel, the costs and expenses incident to the preparing and printing of this Contract, the Official Statement, the Trust Agreement and any fees charged by investment rating agencies for the rating of the Bonds, it being understood that, except as provided in this Section 7, the Underwriter will pay all their own costs and expenses including any advertising and mailing connected with any offering of the Bonds by them. Nothing herein shall be construed to relieve a defaulting Underwriter from liability for its default. 8. Parties in Interest. This Contract is made solely for the benefit of the Authority and the Underwriter (including the successors or assigns of any Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. • -5-