Miscellaneous 10. .1. The Company represents and warrants that any Contracts eligible to purchase shares of the Fund and offered and/or sold in private placements will comply in all material respects with the exemptions from the registration requirements of the 1933 Act and applicable federal and state laws and regulations. 10.2. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by (i) this Agreement and (ii) by Title V, Subtitle A of the Xxxxx-Xxxxx-Xxxxxx Act and by regulations adopted thereunder by regulators having jurisdiction over the parties hereto, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as it may come into the public domain. 10.3. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 10.4. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 10.5. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 10.6. Each party hereto shall cooperate with, and promptly notify each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. 10.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. 10.8. It is understood by the parties that this Agreement is not an exclusive arrangement in any respect.
Miscellaneous 10. 1 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions of this Agreement or otherwise affect their construction or effect.
Miscellaneous 10. Section 8.1 Continuing Disclosure Undertaking of the City 10 Section 8.2 Governing Law; Venue 11 Section 8.3 Notices 11 Section 8.4 Binding Effect 12 Section 8.5 Severability 12 Section 8.6 Amendments. 12 Section 8.7 Additional Debt 12 Section 8.8 Waiver of Breach 13 Section 8.9 No Rights Created in Third Parties 13 Section 8.10 Time of Essence 13 Section 8.11 Effective Date of and Termination of Agreement 13 50858661.9 CONTINGENT LOAN AGREEMENT RELATING TO THE EDMONDS PUBLIC FACILITIES DISTRICT’S [NOT TO EXCEED $4,000,000] SALES TAX OBLIGATION AND REFUNDING BONDS, 2008 This CONTINGENT LOAN AGREEMENT (this “Agreement”) is dated as of June , 2008, by and between THE CITY OF XXXXXXX (the “City”), a code city organized under the laws of the State of Washington, the EDMONDS PUBLIC FACILITIES DISTRICT (the “District”), a municipal corporation established by the City of Xxxxxxx and duly organized and existing under and by virtue of the laws of the state of Washington (together, the “Parties”). The City and the District enter into this Agreement solely for the purpose of providing credit support for the District’s Sales Tax Obligation and Refunding Bonds, 2008 (the “Bonds”), issued in the principal amount of [NOT TO EXCEED $4,000,000] pursuant to Resolution No. of the District adopted on June , 2008 (the “Bond Resolution”). The Parties agree as follows:
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