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13 <br />Statement and Official Statement and any amendment or supplement thereto, including a reasonable <br />number of certified or conformed copies thereof; (g) the Underwriter’sout-of-pocket expenses <br />incurred with the financing; (h) the fees of __________________________________for a <br />continuing disclosure undertaking compliance review; and (i) expenses (included in the expense <br />component of the spread) incurred on behalf of the Agency’s employees which are incidental to <br />implementing this Purchase Agreement. The Underwriter will pay the expenses of the preparation of <br />this Purchase Agreement and all other expenses incurred by the Underwriter in connection with the <br />public offering and distributionof the Bonds, and the fee and disbursements of Underwriter’s <br />Counsel. The Underwriter isrequired to pay the fees of the California Debt and Investment <br />Advisory Commission in connection with the offering of the Bonds. The Agency acknowledges that <br />it hashad an opportunity, in consultation with such advisors as it may deem appropriate, if any, to <br />evaluate and consider such fees. Notwithstanding that such fees are solely the legal obligation of the <br />Underwriter, the Agency agrees to reimburse the Underwriter for such fees. <br />(b)The Underwriter shall pay, and the Agency shall be under no obligation to <br />pay, all expenses incurred by the Underwriter in connection with the public offering and distribution <br />of the Bonds. <br />9.Notice. Any notice or other communication to be given to the Agencyunder this <br />Purchase Agreement may be given by delivering the same in writing to such entity at the address set <br />forth above. Any notice or other communication to be given to the Underwriterunder this Purchase <br />Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, <br />Incorporated, One Montgomery Street, 35th Floor, San Francisco, California 94104, Attention: Holly <br />Vocal. <br />10.Entire Agreement. This Purchase Agreement, when accepted by the Agency, shall <br />constitute the entire agreement among the Agencyand the Underwriterand is made solely for the <br />benefit of the Agencyand the Underwriter(including the successors or assigns of the Underwriter). <br />No other person shall acquire or have any right hereunder by virtue hereof, except as provided <br />herein. All of the Agency’s representations, warranties and agreements in this Purchase Agreement <br />shall remain operative and in full force and effect, regardless of any investigation made by or on <br />behalf of the Underwriter, until the earlier of: (i)delivery of and payment for the Bonds hereunder; <br />and (ii)any termination of this Purchase Agreement. <br />11.Counterparts. This Purchase Agreement may be executed by the parties hereto in <br />separate counterparts, each of which when so executed and delivered shall be an original, but all <br />such counterparts shall together constitute but one and the same instrument. <br />12.Severability. In case any one or more of the provisions contained herein shall for any <br />reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or <br />unenforceability shall not affect any other provision hereof. <br />13.State of California Law Governs. The validity, interpretation and performance of this <br />Purchase Agreement shall be governed by the laws of California.