1994-05-17 Resolution 91 - Laserfiche WebLink

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(g) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have commenced or escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred which, in the opinion of the Underwriters, materially and adversely affects the market price of the Bonds; (h) An event described in paragraph (o) of Section 5 hereof shall have occurred which, in the opinion of the Underwriters, requires the preparation and publication of a supplement or amendment to the Official Statement; (i) 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 Issuer, the Commission, the Redevelopment. District or the City which, in the judgment of the Underwriters, makes it impracticable or inadvisable to proceed with the offering described in Section 3 hereof; or 0) Any rating assigned to the Bonds shall have been downgraded, suspended or withdrawn by Moody's Investors Service or by Standard & Poor's Corporation or there has been an official statement regarding a downgrading, suspension or withdrawal of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 Underwriters, materially and adversely affects the market price for the Bonds. Section 9. Expenses. The Issuer shall pay, from the proceeds of the sale of the Bonds, all • costs and expenses incident to the delivery of the Bonds to the Underwriters, the fees and expenses of Bond Counsel and counsel to the Underwriters, the costs and expenses incident to the preparing and printing of this Contract, the Preliminary Official Statement, the Official Statement and related documents, and expenses incurred in connection with any securities or blue sky law qualifications and the preparation of a memorandum with respect thereto and for any fees charged by investment rating agencies for the rating of the Bonds, it being understood that, except as provided in this Section 9, the Underwriters will pay all their own costs and expenses including any advertising and mailing connected with any offering of the Bonds by the Underwriters. Section 10. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify and hold harmless the Underwriters and each person, if any, who controls the Underwriters against any and all losses, claims, damages and liabilities (a) arising out of any untrue statement of a material fact contained in the Official Statement, as the same may have been duly supplemented or amended, or the omission therefrom of any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, except any such statements as were based on information furnished to the Issuer by the Underwriters, and (b) to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or omission if such settlement is effected with the written consent of the Issuer. In case any such claim shall be made or action brought against the Underwriters or person controlling the Underwriters based upon the Official Statement, in respect of which indemnity may be sought against the Issuer, the Underwriters shall promptly notify the Issuer in writing setting forth the particulars of such claim or action and the Issuer shall assume the defense thereof including the employment of counsel, • satisfactory to the Underwriters (who shall not, except with the consent of the Underwriters, be counsel for the Issuer), and the payment of all expenses. The Underwriters or any such controlling 512