Orange County NC Website
Browse       Search
141 <br /> (10) Indemnification. To the extent permitted by law, the County agrees to <br /> indemnify and hold harmless the Underwriters, the directors, officers, employees and <br /> agents of each Underwriter and each person who controls any Underwriter within the <br /> meaning of either the Securities Act of 1933, as amended (the "Securities Act") or the <br /> Securities Exchange Act of 1934, as amended (the "Exchange Act") against any and all <br /> losses, claims, damages or liabilities, joint or several, to which they or any of them may <br /> become subject under the Securities Act, the Exchange Act or other Federal or state <br /> statutory law or regulation, at common law or otherwise, insofar as such losses, claims, <br /> damages or liabilities arise out of or are based upon any untrue statement or alleged untrue <br /> statement of a material fact (except statements pertaining to the Underwriters) contained <br /> in the Preliminary Official Statement, the Official Statement (or in any supplement or <br /> 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 <br /> 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 /> Each Underwriter severally and not jointly agrees to indemnify and hold <br /> harmless the County, and its officials, directors, officers, and employees, and each person <br /> who controls the County within the meaning of either the Securities Act or the Exchange <br /> Act, to the same extent as the foregoing indemnity from the County to each Underwriter, <br /> but only with reference to written information furnished by the Underwriters to the County <br /> or information provided by the Underwriters specifically for inclusion in the Preliminary <br /> Official Statement or the Official Statement (or in any amendment or supplement thereto). <br /> Promptly after receipt by an indemnified parry of notice of the <br /> commencement of any action, such indemnified party will, if a claim in respect thereof is <br /> to be made against the indemnifying parry, notify the indemnifying party in writing of the <br /> commencement thereof, but the failure so to notify the indemnifying party (i) will not <br /> relieve it from liability unless and to the extent it did not otherwise learn of such action and <br /> such failure results in the forfeiture by the indemnifying party of substantial rights and <br /> defenses; and(ii)will not,in any event,relieve the indemnifying party from any obligations <br /> to any indemnified parry other than the indemnification obligation. The indemnifying party <br /> shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying <br /> party's expense to represent the indemnified party in any action for which indemnification <br /> is sought provided, however, that such counsel shall be satisfactory to the indemnified <br /> parry. Notwithstanding the indemnifying parry's election to appoint counsel to represent <br /> the indemnified party in an action, the indemnified party shall have the right to employ <br /> separate counsel (including local counsel), and the indemnifying party shall bear the <br /> reasonable fees, costs and expenses of such separate counsel if(i)the use of counsel chosen <br /> by the indemnifying party to represent the indemnified party would present such counsel <br /> with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such <br /> action include both the indemnified party and the indemnifying party and the indemnified <br /> -15- <br />