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<br />-16- <br />on the financial markets of the United States is such as, in the reasonable judgment of <br />the Underwriter, would materially adversely affect the market for or market price of the <br />Bonds; or <br /> <br />(f) there shall be in force a general suspension of trading on the New York Stock <br />Exchange, the effect of which on the financial markets of the United States is such as, in <br />the reasonable judgment of the Underwriter, would materially adversely affect the <br />market for or market price of the Bonds; or <br /> <br />(g) a general banking moratorium shall have been declared by federal, New York <br />or California authorities; or <br /> <br />(h) any proceeding shall be pending or threatened by the Securities and <br />Exchange Commission against the Successor Agency or the Former Agency; or <br /> <br />(i) additional material restrictions not in force as of the date hereof shall have <br />been imposed upon trading in securities generally by any governmental authority or by <br />any national securities exchange; or <br /> <br />(j) the New York Stock Exchange or other national securities exchange, or any <br />governmental or regulatory authority, shall impose, as to the Bonds or obligations of the <br />general character of the Bonds, any material restrictions not now in force, or increase <br />materially those now in force, with respect to the extension of credit by, or the charge to <br />the net capital requirements of the Underwriter; or <br /> <br />(k) the marketability of the Bonds or the market price thereof, in the opinion of <br />the Underwriter, has been materially and adversely affected by disruptive events, <br />occurrences or conditions in the securities or debt markets, or <br /> <br />(l) there shall have occurred or any notice shall have been given of any intended <br />downgrading, suspension, withdrawal or negative change in credit watch status by any <br />national rating service to any of the Successor Agency’s or the Municipal Bond Insurer’s <br />obligations. <br /> <br />10. Contingency of Obligations. The obligations of the Successor Agency hereunder are <br />subject to the performance by the Underwriter of its obligations hereunder. <br /> <br />11. Duration of Representations, Warranties, Agreements and Covenants. All representations, <br />warranties, agreements and covenants of the Successor Agency shall remain operative and in <br />full force and effect, regardless of any investigations made by or on behalf of the Underwriter or <br />the Successor Agency and shall survive the Closing Date. <br /> <br />12. Costs and Expenses. <br /> <br />(a) The Successor Agency will pay or cause to be paid all reasonable expenses incident to <br />the performance of its obligations under this Bond Purchase Agreement, including, but not <br />limited to, execution and delivery of the Bonds, costs of printing the Bonds, printing, <br />distribution and delivery of the Preliminary Official Statement, the Official Statement and any <br />amendment or supplement thereto, the fees and expenses of Bond Counsel, Disclosure Counsel, <br />the Municipal Advisor, counsel to the Successor Agency, the Successor Agency’s accountants, <br />the Trustee and the Fiscal Consultant and any fees charged by investment rating agencies for <br />the rating of the Bonds. In the event this Bond Purchase Agreement shall terminate because of <br />the default of the Underwriter, the Successor Agency will, nevertheless, pay, or cause to be <br />paid, all of the expenses specified above. <br />502