1998 039 Ordinance - Laserfiche WebLink

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Section 3.6. Payment of Costs; Indemnification. Closing costs of $35,000 will be funded from the proceeds of the Loan. The Village shall defend, indemnify and hold the Director and any officials, employees, agents or representatives of the Director or the State harmless against any and all loss, cost, expense, claims or actions arising out of or connected with the execution and delivery of this Loan Agreement or any of the other Loan Documents, resulting from the Loan. The Village will pay the Director $35,000 as full and final compensation for closing costs incident to the Loan, including the preparation of documents relating to the disbursement of the Loan, regardless of whether or not the disbursement of the Loan shall actually occur. A $35,000 initial disbursement of Loan proceeds will be deemed to have been disbursed to the Village and immediately paid by the Village to the Director as compensation for the costs described above, as of the date of the Note. No actual cash transfers will be made for this transaction. The Village agrees to pay on demand all costs and expenses, if any, in connection with the enforcement of this Agreement, including reasonable attorneys' fees. The provisions of this Section shall survive the termination of this Loan Agreement. ARTICLE IV DEFAULT Section 4.1. Events of Default. The occurrence of any of the following events is defined as and declared to be and to constitute an Event of Default under this Loan Agreement; (a) Failure by the Village to pay interest on the Note when and as that interest shall become due and payable; (b) Failure by the Village to pay the principal of the Note when and as that principal shall become due and payable; (c) Failure by the Village to pay the administrative fee described in Section 3.5 when and as due and payable; (d) Failure by the Village to observe or perform any other covenant, agreement or obligation of the Village contained in this Loan Agreement or in the Note and the continuation of that failure for a period of 30 days after written notice of that failure is given to the Village, which notice may be given by the Director in his discretion; provided that if the failure is other than the payment of money and is of such nature that it can be corrected but not within the applicable period, then, that failure shall not constitute an Event of Default so long as the Village institutes curative action within the applicable period and diligently pursues that action to completion; or (e) The Village shall: (i) commence a proceeding under any federal bankruptcy, insolvency, reorganization or similar law or (ii) have a receiver or trustee appointed for it or for the whole or any substantial part of its property. The term "failure" as used in this Article means a default or failure by the Village in the observance or performance of any of the covenants, agreements or obligations on its part to be 11