83-78 RATIFYING AND APPROVING THE EXECUTION OF A PURCHASE CONTRACT AMONG THE CITY OF DECATUR, MACON COUNTY, ILLINOIS, DECATUR MEMORIAL HOSPITAL AND SMITH BARNEY, HARRIS UPHAM & CO. INC. AND OTHER UNDERWRITERS

Home Browse Search

� amendment of or supplement to the O�cial Statement to which, after having been fumished with a copy, you shall object in writing or which shall be disapproved by your counsel and (ii) if any event relating to or affecting the City or the Corporation or its present or proposed facilities shall t occur as a result of which it is necessary, in the opinion of counsel for the Underwriters, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, forthwith prepare and furnish to the Underwriters (at the expense of the Corporation for 90 days from the date of Closing, and thereafter at the expense of the Underwriters) a reasonable number of copies of an amendment of or supplement to the Off cial Statement (in form and substance satisfactory to counsel for the Underwriters) that will amend or supplement the Off cial Statement so that it � will not contain an untrue statement of a material fact or omit to state a material fact that should be stated therein or is necessary to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. For the pur- poses of this section the Corporarion will furnish such information with respect to itself and its present and proposed facilities upon the occunence of any material event that should be disclosed in the Official Statement or is necessary to make the statements therein not misleading. (m) The Corporation hereby agrees to pay the expenses described in Pazagraph 9 of the Purchase Contract to the extent that the proceeds of the Bonds or the amount of the good faith deposit referred to in Section 3 of the Purchase Contract is insufficient or unavailable to pay the same, and, for the period of time set forth herein and in the Purchase Contract, to pay any expenses incurred in amending or supplementing the Off cial Statement. (n) The Corporation agrees to indemnify and hold hazmless the City and all o�cers, Council members, agents or employees of the City against any and all losses, claims, damages • and liabilities (i) arising out of any statement or information in the O�cial Statement relating to the Corporation; the 1981 Project, or the Corporation's Fac�ilities that is untrue or incorrect in any material respect or the omission therefrom of any statement or information that should be , contained therein or that is necessary to make the statements therein relating to the Corporation, the 1981 Project, or the Corporation's Facilities not misleading in any material respect, and (ii) to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or omsision if such settle- ' ment is effected with the written consent of the Corporation. In case any claim shall be made or action brought against you or any of your present or future officers, Council members or employees based upon the Official Statement, for which indemnity may be sought against the Corporation, you shall promptly notify the Corporation in writing setting forth the particulars of such claim or action. Failure to so notify the Corporation shall not relieve it from any liability that it may have otherwise than on account of this indemnity agreement. The Corporation may participate at its own e�cpense in defense of such action. If it so elects within a reasonable time after receipt of such notice, the Corporation may assume the defense of such action with counsel chosen by it and approved by the indemnified parties defended in such action, unless such indemnified parties reasonably object on the ground that there may be legal defenses available to them that are different from or in addition to those available to the Corporation, in which case the indem- nified parties shall have the right to designate and retain separate counsel in such action and the fees and expenses of such counsel (but not more than one) so designated and retained shall be paid by the Corporarion. If, however, no reasonable objection is made and the Corporation as- sumes the defense of such action, the Corporation shall not be liable for the fees and expenses of any counsel for the indemnified parties incurred thereafter in connection with such action, In no event shall the Corporation be liable for the fees and expenses of more than one counsel � for all indemnified parties in comiection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, un- less the retaining of additional counsel has been specifically authorized by the Corporation. � The representations, warranties, agreements and indemnities herein shall survive the Closing under the Purchase Contract and any investigation made by or on behalf of any of you of any matters �� IV-3 ' I