Agenda - Council - 08/13/2013 - Laserfiche WebLink

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To the same extent as the foregoing indemnity from the Borrower and the School to the Issuer and the Underwriter, the Underwriter agrees to indemnify and hold harmless the Issuer, and each person, if any, who controls (as such term is defined in Section 15 of the 1933 Act) the Issuer, but only with reference to (a) the price and yield of the Bonds stated on the cover of the Official Statement, (b) the optional redemption dates and prices for the Bonds, (c) the last paragraph of the cover of the Official Statement, (d) the information under the heading "Underwriting" in the Official Statement, which information has been furnished by the Underwriter specifically for use in preparation thereof (collectively, (a) through (d) above arc referred to as the "Underwriter Portion") and (e) allegations or determinations that the Underwriter itself has violated the agreement set forth in Section 3(d) hereof or the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any applicable state blue sky law in the offer or sale of the Bonds. In case any such claim shall be presented in writing or any action shall be brought against the Issuer with respect thereto, indemnity may be sought from the Underwriter on account of its agreement contained in this Section, the Underwriter shall have the rights and duties given to the Borrower in the above paragraph and the Issuer shall have the rights and duties given by the above paragraph to the persons therein referred to as controlling persons. The indemnities contained herein shall survive the Closing under the Bond Purchase Agreement and any investigation made by or on behalf of the Underwriter or the Issuer or any person who controls any of such parties of any matters described in or related to the transactions contemplated hereby and by the final Official Statement, the Resolution, the Indenture, any Borrower Documents and any School Documents. The parties hereto shall not be liable to indemnify any person in any settlement of any action effected without its consent. The parties hereto shall not be liable for any judgment if, as a result of the failure of the indemnified person to give notice of the commencement of a suit in respect of which indemnity shall be sought, the parties hereto arc not provided sufficient notice to defend such suit. 11. Notices. Any notice or other communication to be given to the Issuer, the Borrower or the School under this Bond Purchase Agreement may be given by delivering the same in writing to the 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 c/o Manager, Public Finance Department, 90 South 7t Street, Suite 4300, Minneapolis, MN 55402-4115. 12_ Benefit. This Bond Purchase Agreement is made solely for the benefit of the Issuer, the Borrower, the School, and the Underwriter (including its successors or assigns), and no other person, partnership, association, or corporation shall acquire or have any right hereunder or by virtue hereof. 13. Approval. The approval of the Underwriter when required hereunder or the determination of its satisfaction as to any document referred to herein shall be in writing signed by the undersigned and delivered to you. -16-