Ordinance 2002-162 - Laserfiche WebLink

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moratorium shall have been declared by either federal, New York or Florida authorities; (x) a war involving the United States of America shall have been declared, or any conflict involving the armed forces of any country shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred, which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; (xi) any litigation shall be instituted, pending or threatened to restrain or enjoin the issuance or sale of the Bonds or in any way protesting or affecting any authority for or the validity of the Bonds, the Bond Indenture or the Loan Agreements or the existence or powers of the Issuer or the Borrowers; (xii) there is a withdrawal or downgrading of any investment rating on the Bonds or on any other obligations of any of the Borrowers; or (xiii) there shall have occurred a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against, any state of the United States or any city located in the United States having a population of more than 100,000, the effect of which, in the reasonable opinion of the Underwriter, would materially and adversely affect the ability of the Underwriter to market the Bonds. SECfION 8. Termination by the Issuer. This Agreement may be terminated in writing by the Issuer in the event that the Underwriter shall fail to accept delivery of the Bonds on the Closing date upon tender thereof to the Underwriter by the Issuer and delivery to the Underwriter of all of the Closing Documents. SECfION 9. Changes Affecting the Official Statement after the Closing. If any event relating to or affecting the Issuer or the Borrowers shall occur, the result of which would make it necessary, in the opinion of the Issuer, or the Underwriter or Underwriter's Counsel, to amend or supplement the Official Statement in order to make it not misleading in the light of the circumstances existing at that time, Issuer shall forthwith prepare and furnish to the Underwriter, at the Issuer's expense, a reasonable number of copies of an amendment of or supplement to the Official Statement in form and substance satisfactory to the Issuer, so that the Official Statement then will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances existing at that time, not misleading. SECfION 10. Expenses. Except as hereinafter specifically provided, all expenses and costs of the Issuer incident to the performance of its obligations in connection with the authorization, issuance and sale of the Bonds, including fees of accountants, feasibility consultants, financial advisors, Issuer's Counsel, Bond Counsel, the Bond Trustee and the expenses of printing the Preliminary Official Statement and the Official Statement, shall be paid by the Issuer. The agreement contained in this section shall survive any termination of this Agreement. SECfION 11. Notices. Any notice or other communication to be given to the Issuer or the Borrowers under this Agreement may be given by delivering the same in writing to their respective addresses set forth above; and any such notice or other communication to be given to the Underwriter may be given by delivering the same in writing to the Underwriter at Banc of America Securities LLC, 1640 Gulf-to-Bay Boulevard, FL2-020-01-04, Clearwater, Florida 33755. 13