OTHER-2025-036-Bond purchase agreement

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Agreement, the County shall pay all expenses incident to the performance of the County ' s and the Underwriters ' obligations hereunder as provided in this Section . The Underwriters shall pay (i) any fees of the MSRB in connection with the issuance of the Bonds , (ii) the cost of obtaining CUSIP number(s) assigned for the Bonds , and (iii) the fees and disbursements of counsel for the Underwriters . ( 10) Indemnification . To the extent permitted by law, the County agrees to indemnify and hold harmless the Underwriters , the directors, officers , employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Securities Act of 1933 , as amended (the " Securities Act") or the Securities Exchange Act of 1934 , as amended (the "Exchange Act") against any and all losses , claims , damages or liabilities , joint or several , to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims , damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact (except statements pertaining to the Underwriters) contained in the Preliminary Official Statement, the Official Statement (or in any supplement or amendment thereto) , or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein , in the light of the circumstances under which they were made , not misleading (except omissions or alleged omissions pertaining to the Underwriters) . This indemnity agreement will be in addition to any liability which the County may otherwise have . Each Underwriter severally and not jointly agrees to indemnify and hold harmless the County, and its officials , directors , officers , and employees , and each person who controls the County within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the County to each Underwriter, but only with reference to written information furnished by the Underwriters to the County or information provided by the Underwriters specifically for inclusion in the Preliminary Official Statement or the Official Statement (or in any amendment or supplement thereto) . Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses ; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation . The indemnifying party shall be entitled to appoint counsel of the indemnifying parry ' s choice at the indemnifying party ' s expense to represent the indemnified party in any action for which indemnification is sought provided, however, that such counsel shall be satisfactory to the indemnified party . Notwithstanding the indemnifying party ' s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel ( including local counsel) , and the indemnifying party shall bear the reasonable fees , costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action ; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written 4 1 -