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69 <br /> Underwriters contained in this Bond Purchase Agreement or if the obligations of the <br /> Underwriters shall be terminated for any reason permitted by this Bond Purchase Agreement, <br /> this Bond Purchase Agreement shall terminate and none of the County or the Underwriters shall <br /> have any further obligations hereunder, except that Sections 9 and 10 and the representations and <br /> warranties of the County contained herein (as of the date made) will continue in full force and <br /> effect. <br /> (8) Survival. All representations, warranties and agreements of the County set forth <br /> in or made pursuant to this Bond Purchase Agreement shall remain operative and in full force <br /> and effect, regardless of any investigations made by or on behalf of the Underwriters and shall <br /> survive the delivery of and payment for the Bonds. <br /> (9) Payment of Expenses. The County shall pay, out of the proceeds of the Bonds or <br /> from its own funds, any expenses incident to the performance of the obligations of the County or <br /> the Underwriters hereunder, including but not limited to: (i) the cost of the preparation, <br /> reproduction, printing, distribution, and mailing, of the Official Statement; (ii) the fees and <br /> disbursements of Bond Counsel, counsel for the County and counsel for the Underwriters; (iii) <br /> the fees and disbursements of any experts retained by the County or the Underwriters; (iv) fees <br /> charged by the rating agencies for the rating of the Bonds; and (v) the cost of qualifying the <br /> Bonds under the laws of such jurisdictions as the Underwriters may designate, including filing <br /> fees and fees and disbursements of counsel for the Underwriters in connection with such <br /> qualification and the preparation of Blue Sky Memoranda. <br /> If the Bonds are not delivered to the Underwriters pursuant to this Bond Purchase <br /> Agreement, the County shall pay all expenses incident to the performance of the County's and <br /> the Underwriters' obligations hereunder as provided in this Section. <br /> The Underwriters shall pay (i) any fees of the MSRB in connection with the <br /> issuance of the Bonds and(ii) the cost of obtaining CUSIP number(s) assigned for the Bonds. <br /> (10) Indemnification. To the extent permitted by law, the County agrees to indemnify <br /> and hold harmless the Underwriters, the directors, officers, employees and agents of the <br /> Underwriters and each person who controls the Underwriters within the meaning of either the <br /> Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of <br /> 1934, as amended(the "Exchange Act") against any and all losses, claims, damages or liabilities, <br /> joint or several, to which they or any of them may become subject under the Securities Act, the <br /> Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, <br /> insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue <br /> statement or alleged untrue statement of a material fact (except statements pertaining to the <br /> Underwriters) contained in the Preliminary Official Statement, the Official Statement (or in any <br /> supplement or amendment thereto), or arise out of or are based upon the omission or alleged <br /> omission to state therein a material fact required to be stated therein or necessary to make the <br /> statements therein, in the light of the circumstances under which they were made, not misleading <br /> (except omissions or alleged omissions pertaining to the Underwriters). This indemnity <br /> agreement will be in addition to any liability which the County may otherwise have. <br /> The Representative, on behalf of the Underwriters, agrees to indemnify and hold <br /> -13- <br />