2023-051 Ordinance - Laserfiche WebLink

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character of the Notes any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by or the charge to the net capital regduements of the Underwriter; or (vii) There shall have occurred a downgrading, suspension, withdrawal or negative change in credit watch status of underlying rating on obligations issued by the City, or any new notice shall have been given by Moody's Investors Service, Inc. or Standard & Poor's Ratings Services to the City of its intention to review, downgrade, suspend, withdraw or adversely change the credit watch status of any such rating. Section 9. Expenses. (a) The Underwriter is solely responsible for paying, and will pay, the following expenses: (i) Any applicable fees of the Municipal Securities Rulemaking Board (MSRB) and Securities Industry and Financial Markets Association (SIFMA); and (ii) Any applicable fees or expenses of any legal counsel retained by the Underwriter regardless of whether the Notes are issued and delivered to the Underwriter; and (iii) The Underwriter's other out-of-pocket expenses incident to preparation for issuance and delivery of the Notes in the event that pursuant to and in accordance with Section 8(b) of this Agreement the Underwriter elects to cancel its obligations to purchase and pay for the Notes and terminate this Agreement. (iv) Costs of marketing and advertising in selling the Notes; costs incident to qualifying the Notes for offer and sale under the securities or "blue sky" laws of such jurisdictions as may be selected by the Underwriter; and wire fees and the Underwriter's other out-of-pocket expenses incident to the issuance of the Notes. (b) The Underwriter shall also pay the following expenses from proceeds of the Notes retained by the Underwriter for that purpose: Fees of the Municipal Advisor, the CUSIP Service Bureau, Ohio Municipal Advisory Council, and DTC and the lump -sum fee of the Paying Agent. The amount of expenses required to be paid by the Underwriter in accordance with this subparagraph (b) shall not exceed $I ; the City shall be responsible for the payment of, and agrees to pay, any of those expenses in excess of that amount. The Underwriter will provide to the City not later than 120 days after the Closing date a detailed accounting of any and all of the expenses paid by the Underwriter pursuant to this subparagraph (b) and shall remit to the City contemporaneously with that accounting any difference between $land the amount of those expenses paid by the Underwriter. The City then shall be responsible for the payment of any such expenses previously incurred for which invoices are