Ordinance 2012-384 - Laserfiche WebLink

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any action arising out of or to enforce this Agreement, the prevailing party shall be entitled to its reasonable attorney's fees and costs. The City agrees that should this transaction fail to close for any reason, the Bank's Counsel shall be entitled to be reimbursed for any of their out-of-pocket costs and to be paid a reasonable fee for its services through the expiration date of the Commitment, and City understands that such fee shall be paid by City immediately upon receipt of a statement. Section 9.12. Entire Agreement. Except as otherwise expressly provided, this Agreement and the other Loan Documents embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof. Section 9.13. Further Assurances. The parties to this Agreement will execute and deliver, or cause to be executed and delivered, such additional or further documents, agreements or instruments and shall cooperate with one another in all respects for the purpose of carrying out the transactions contemplated by this Agreement. Section 9.14. Waiver of JUry Trial. THE CITY AND THE BANK IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TOA TRIAL BY JURY IN RESPECT OF ANY CONTROVERSY OR CLAIM BETWEEN THEM, WHETHER ARISING IN CONTRACT, TORT OR BY STATUTE, THAT ARISES OUT OF OR RELATES TO THIS AGREEMENT, THE BOND OR THE ORDINANCE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE CITY AND THE BANK TO ENTER INTO THIS AGREEMENT. Section 9.15. Discharge and Satisfaction of Bond. The covenants, liens and pledges entered into, created or imposed pursuant to this Agreement and the Ordinance may be fully discharged and satisfied with respect to the Bond in anyone or more of the following ways: (a) by paying in full the principal of and interest on the Bond when the same shall become due and payable; or (b) by depositing in the Bond Fund or such other accounts as the City may hereafter create and establish by ordinance moneys sufficient at the time of such deposit to pay the Bond and all interest thereon as the same become due on said Bond on or prior to the maturity date thereof; or ( c) by depositing in the Bond Fund or such other accounts as the City may hereafter create and establish (which Bond Fund or other account and all moneys and securities deposited therein shall be irrevocably pledged to the Bondholders for the payment of the Bond and all interest thereon) moneys which, when invested in Defeasance Obligations, will provide moneys which shall be sufficient to pay the Bond and, all interest thereon as the same shall become due on said Bond on or prior to the scheduled maturity of the Bond. Upon such payment or deposit in the amount and manner provided in this Section 9.15, the Bond shall no longer be deemed to be outstanding for the purposes of this Agreement and the Ordinance and all liability of the City with respect to the Bond shall cease, terminate and be completely discharged and extinguished, and the Bondholders shall be entitled for payment solely out of the moneys or securities so deposited. 16 MfA 182.397,885vl 3-5-12