Agenda - 03-02-2006-8bCP - Laserfiche WebLink

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supplied by the County for inclusion in any amendments or supplements to the Preliminary Official Statement or Final Official Statement will not contain any untrue or misleading statement of a material fact relating to the County or omit to state any material fact relating to the County necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the request of the Underwriters therefor, the County shall prepare and deliver to the Underwriters at the County's expense as many copies of an amendment or supplement which will correct any untrue statement or omission as the Underwriters may reasonably request; (n) in the Financing Contract the County will covenant to comply with the information reporting requirements adopted by the Securities and Exchange Commission or the Municipal Securities Rulemaking Board «-~ith respect to tax-exempt obligations such as the 200&A Certificates; (o) the County has not been notified of any listing or the proposed listing by the Internal Revenue Services as an issuer whose arbitrage certifications may not be relied upon; and (p) any certificate signed by any official of the County and delivered to the Underwriters «i11 be deemed to be a representation by the County to the Underwriters as to the statements made therein. 3. Inclerni~ificatio~~. (a) To the fullest extent permitted by applicable law, the County agrees to indemnify and hold harmless the Undei•~uriters against any and all losses, damages, expenses {including reasonable legal and other fees and expenses), liabilities or claims (or actions in respect thereof), to which the Unde7-~writers or the other persons described in subsection (b) of this Section may become subject under any federal or state securities laws or other statutory law or at common la«~~ or otherwise, caused by or arising out of or based upon any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of a material fact contained in the Official Statement. (except for the information contained under the captions "THE 2006A CERTIFICATES - Book-Entry-Only System," "THE COMPANY" and "MISCELLANEOUS - Undern~riting" and in Appendices C and D thereto) or caused by any omission or alleged omission from the Official Statement of any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The indemnity provided under this Section will extend to the extent permitted by applicable law upon the same terms and conditions to each officer, director, employee or agent of the Underwriters, and each person, if any, who controls the Underwriters within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934. Such indemnity «~ill also extend, «~ithout limitation, to any and all expenses whatsoever reasonably incurred by any indemnified party in coiulection with investigation, preparing for or defending against, or providing evidence, producing documents or taking any other reasonable action in respect C-883838v3 13361.00022 ~-