Agenda - Council - 07/12/2022 - Laserfiche WebLink

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of Bond Counsel,(iv)the fees and disbursements of counsel to the Company and the Charter School,(v) the fees and disbursements of the Issuer and the Trustee, (vi) the fees and disbursements of Underwriter's Counsel, (vii) the fees and expenses, if any, of Underwriter's Counsel in connection with qualification of the Series 2022 Bonds for sale under any Blue Sky or other securities laws and regulations of various jurisdictions and preparation of any Blue Sky survey, (viii)the expenses and costs for the printing and distribution of the Series 2022 Bonds,the Preliminary Official Statement and the Official Statement,(ix)the expenses and costs for photocopying the Preliminary Official Statement, the Official Statement, the Resolution, the Indenture, the Company Documents, the Charter School Documents and all other agreements and documents contemplated hereby, (x) the fees of S&P, and(xi) the various other expenses and costs of Closing. (b) If the Series 2022 Bonds are not issued and delivered by the Issuer to the Underwriter, as a result of the failure by the Company to perform any of its obligations under this Bond Purchase Agreement (other than a failure of the Underwriter to comply with its obligation set forth in Section 1 hereof, if such obligation is not otherwise excused or terminated as provided herein) or as a result of the Company failing to reach agreement with the Underwriter as to the terms and conditions of the transactions and documents contemplated hereby, the Company agrees that it shall pay all expenses set forth in this Section 8. In no event will the Issuer be obligated to pay any fees,costs or expenses relating to the issuance,sale and delivery of the Series 2022 Bonds. (c) If the Series 2022 Bonds are not issued and delivered by the Issuer to the Underwriter, as a result of the failure by the Charter School to perform any of its obligations under this Bond Purchase Agreement (other than a failure of the Underwriter to comply with its obligation set forth in Section 1 hereof, if such obligation is not otherwise excused or terminated as provided herein) or as a result of the Charter School failing to reach agreement with the Underwriter as to the terms and conditions of the transactions and documents contemplated hereby, the Charter School agrees that it shall pay all expenses of the Company as set forth in this Section 8. In no event will the Issuer be obligated to pay any fees,costs or expenses relating to the issuance, sale and delivery of the Series 2022 Bonds. 9. Rule 15c2-12 and Related Matters. The Underwriter, the Company, and the Charter School agree to reasonably cooperate with each other in order to carry out and comply with certain requirements of the Rule. The Issuer shall have no obligation of any kind under the Rule. 10. Indemnification. The Charter School and Company agree to jointly and severally indemnify and hold harmless the Issuer and the Underwriter and each person,if any,who controls (as such term is defined in Section 15 of the 1933 Act)the Issuer or the Underwriter against any and all judgments, losses, claims, damages and liability (a) arising out of any allegations that any statement or information contained in the Preliminary Official Statement or the Official Statement that is untrue in any material respect or the omission therefrom of any statement which should be contained therein as of the date of the delivery of the Series 2022 Bonds to make the statements and information therein not misleading in any material respect, and (b) to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or omission if such settlement is effected with the written consent of the Charter School or the Company. In case any claim shall be made or action brought against the Underwriter or the Issuer or any controlling person(as aforesaid) based upon the Preliminary Official Statement or the Official Statement,in respect of which indemnity may be sought against the Charter School or the Company, the person or persons seeking indemnity shall promptly notify the Charter School and the Company in writing setting forth the particulars of such claim or action and the Charter School and the Company shall jointly assume the defense thereof including the retention of counsel and the payment of all expenses. The Underwriter or any such controlling person thereof shall have the right to retain separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such person seeking such 14