2023-051 Ordinance - Laserfiche WebLink

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subsequently received, or for reimbursement of the Underwriter for payment of any such expenses that are subsequently paid by the Underwriter. (c) The fee of the Underwriter ($f is reflected in the purchase price of the Notes from the City and will be retained by the Underwriter as a discount from the reoffering price of the Notes. (d) Notwithstanding any other provision of this Agreement, the City shall not be responsible for the payment of any MSRB or SIFMA fees. (e) As used in this section, "employees" means and includes employees, officers, officials and partners. Section 10. No Third -party Beneficiaries; Survival of Representations. This Agreement is made solely for the benefit of the parties to it, and no other persons, including any holders or purchasers (except the Underwriter) or beneficial owners of the Notes shall acquire or have any right under or by virtue of this Agreement. All representations, warranties, covenants and agreements of the City shall remain in full force and effect regardless of any termination by or on behalf of the Underwriter and shall survive the delivery of the Notes. Section 11. Notice. Any notice or other communication to be given under this Agreement (a) To the City, shall be given by delivering it in writing to the City at the City of North Olmsted, Ohio, City Hall, 5200 Dover Center Road, North Olmsted, Ohio 44070, Attention: Director of Finance; and (b) To the Underwriter, shall be given by delivering it in writing to the Underwriter at 159 Cracker Park Blvd. Ste. 310, Westlake, Ohio 44145, Attention: Timothy R. Reidy. Section 12. Governing Law: Counterparts. This Agreement shall be governed by and in accordance with the laws of the State. This Agreement may be signed in several counterparts, each of which shall be deemed an original and all of which together shall constitute one contract. All signatures need not appear on the same signature page. Section 13. Representations by the Underwriter. The Underwriter makes the following representations by the undersigned as a duly authorized officer of the Underwriter (the Officer) as the basis for the undertakings on its part herein contained: (a) To the best of the knowledge and belief of the Officer, after due inquiry, the Underwriter is currently in violation of or under any investigation or review for a violation of any state or federal law or regulation that might have a material adverse impact on its ability to perform its duties and obligations under this Agreement. (b) To the best of the knowledge and belief of the Officer, after due inquiry, the Underwriter is currently in compliance with, and not currently in violation of, any provisions of Chapter 102 or Sections 2921.42 and 2921.43 of the Revised Code which may be applicable to the Underwriter entering into this Agreement.