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

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such relative benefits but also the relative fault of the County on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, damages, expenses, liabilities or claims (or actions in respect thereof}, as well as any other relevant equitable considerations. The relative benefits received by the County on the one hand and the Underwriters on the other hand will be deemed to be in such proportion so that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount payable to the Underwriters hereunder (i. e., the excess of the aggregate public offering price for the 2006A Certificates as set forth on the cover page of the Official Statement over the price to be paid by the Underwriters to the County upon delivery of the 2006A Certificates as specified in Section 1 of the Purchase Contract) bears to the aggregate public offering price as described above, and the County is responsible for the balance. The relative fault will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the County on the one hand or the Underwriters on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In the event the Underwriters have knowledge of a claim subject to the contribution provided by this subsection {d), the Underwriters agree within a reasonable time of obtaining such knowledge, to convey notice of such claim to the County. It is agreed and understood that if the Underwriters fail under the circumstances set forth in the preceding sentence, to convey the above referenced notice to the County, then the County will not be obligated to provide contribution pursuant to this subsection (d). The County and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by any method of allocation that does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, damages, expenses, liabilities or claims (or actions in respect thereof} referred to in this subsection (d} will be deemed to include any legal or other expenses reasonably incurred by such indeinnitied party in connection t~-~ith investigating or defending any such action or claim. (e) The indemnity and contribution provided by this Section swill be in addition to any other liability that the County may otherwise have hereunder, at common law or otherwise, and is provided solely for the benefit of the Underwriters and each director, officer, employee, agent, attorney and controlling person referred to therein, and their respective successors, assigns and legal representatives, and no other person will acquire or have any right under or by virtue of such provisions of this Letter of Representation. 4. Survival of Reps°esentations, YVa~°ranties and Covenants. :411 representations, warranties and agreements in this Letter of Representation will survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriters, (b) delivery of any payment by the Underwriters for the 2006A Certificates hereunder, and (c) any termination of the Purchase Contract. C-883838v3 13361.00022 ~_~