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k <br /> (xv) Such additional legal opinions , certificates , proceedings , instruments and <br /> other documents , as the Underwriters or legal counsel to the Underwriters may reasonably request <br /> to evidence compliance b the County with legal requirements relating to the issuance of the Bonds , 4 <br /> p Y tY g q g <br /> the truth and accuracy, as of the date of Closing, of all representations contained herein and the due <br /> performance or satisfaction by the County at or prior to the date of Closing of all agreements then j <br /> to be performed and all conditions then to be satisfied as contemplated under this Bond Purchase <br /> Agreement and the Trust Agreement . <br /> If the County shall be unable to satisfy the conditions to the obligations of the Underwriters <br /> contained in this Bond Purchase Agreement or if the obligations of the Underwriters shall be terminated <br /> for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate <br /> and neither the County nor the Underwriters shall have any further obligations hereunder, except that <br /> Sections 9 and 10 and the representations and warranties of the County contained therein (as of the date <br /> made) will continue in full force and effect . <br /> ( 8 ) Survival . All representations , warranties and agreements of the County set forth in or made <br /> pursuant to this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of <br /> any investigations made by or on behalf of the Underwriters and shall survive the delivery of and payment <br /> for the Bonds . <br /> The Count shall a out of the proceeds of the Bonds or from its <br /> (9) Payment of Expenses . h y pay, <br /> own funds , any expenses incident to the performance of the obligations of the County or the Underwriters <br /> hereunder, including but not limited to : (1) the cost of the preparation, reproduction, printing, distribution, <br /> and mailing, of the Official Statement; (ii) the fees and disbursements of Bond Counsel and counsel for the <br /> County; (iii) 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 Bonds under <br /> the laws of such jurisdictions as the Underwriters may designate , including filing fees and fees and <br /> disbursements of counsel for the Underwriters in connection with such qualification and the preparation of <br /> 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 the <br /> Underwriters ' obligations hereunder as provided in this Section . <br /> The Underwriters shall pay (1) any fees of the MSRB in connection with the issuance of <br /> the Bonds , (ii) the cost of obtaining CUSIP number(s) assigned for the Bonds , and (iii) the fees and <br /> disbursements of counsel for the Underwriters . <br /> ( 10) Indemnification. To the extent permitted by law, the County agrees to indemnify and hold <br /> harmless the Underwriters , the directors , officers , employees and agents of each Underwriter and each <br /> person who controls any Underwriter within the meaning of either the Securities Act of 1933 , as amended <br /> (the " Securities Act") or the Securities Exchange Act of 1934 , as amended (the "Exchange Act") against <br /> any and all losses , claims, damages or liabilities , joint or several , to which they or any of them may become <br /> subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at <br /> common law or otherwise , insofar as such losses , claims , damages or liabilities arise out of or are based <br /> upon any untrue statement or alleged untrue statement of a material fact (except statements pertaining to <br /> the 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 omission to <br /> state therein a material fact required to be stated therein or necessary to make the statements therein, in the <br /> light of the circumstances under which they were made, not misleading (except omissions or alleged <br /> - 11 - <br />