RES 87418 - Laserfiche WebLink

9. After the Closing (a) the City will not adopt any amendment of or supplement to the Official Statement to which the Underwriter shall object in writing and (b) if any event relating to or affecting the Trustee, the Lessor or the City shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the .Official Statement not misleading in the light of the circumstances existing at the time it is delivered to an initial purchaser of the Certificates, the Trustee, the Lessor and the City will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to an initial purchaser of the Certificates, not misleading. For the purposes of this section the Trustee, the Lessor and the City will each furnish such information with respect to itself as the Underwriter may from time to time request. 10. Whether or not the transactions contemplated by this Contract of Purchase are consummated, the Underwriter shall be under no obligation to pay, and the City shall pay from the proceeds of the Certificates or otherwise, all expenses and costs of the City and the Corporation incident to the performance of their obligations in connection with the authorization, execution, delivery and the Certificates to the Underwriter, including, without limitation, fees and disbursements of Special Counsel and other professional advisors employed by the City or the Corporation; costs of preparation, printing, signing, transportation, delivery and safekeeping of the Certificates; the interest cost to the Underwriter to provide immediately available funds to the City; credit rating(s); preparation by an outside vendor of a City debt statement; word processing by the Underwriter or otherwise; printing and distribution of the preliminary and final Official Statements; Trustee and paying agency fees and charges; printing, reproducing and binding documents; computer calculations and verifications thereof; travel by City or Corporation officials; Closing costs~ fees and expenses of filing with state securities or blue sky commissions, including fees of counsel; costs of preparation and reproduction of the Contract of Purchase; and Underwriter's travel outside California in conjunction with credit rating agency presentations. The Underwriter shall pay its out-of-pocket expenses, except as noted above. 22 1739030/2