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Purchase Agreement, including meals, transportation, and lodging of those employees and <br />representatives. <br />(b) Whether or not the Bonds are delivered to the Underwriter as set forth herein, the <br />City shall be under no obligation to pay, and the Underwriter shall be responsible for and pay (which <br />may be included as an expense component of the Underwriter's discount), MSRB, CUSIP Bureau <br />and CDIAC fees and expenses to qualify the Bonds for sale under any "blue sky" laws, and all other <br />expenses incurred by the Underwriter in connection with its public offering and distribution of the <br />Bonds not specifically enumerated in paragraph (a) of this section, including the cost of preparing <br />this Purchase Agreement and other Underwriter documents, travel expenses and the fees and <br />disbursements of Underwriter's Counsel. <br />Section 10. Notices. Any notice or other communication to be given to the Underwriter <br />under this Purchase Agreement may be given by delivering the same in writing to , <br />California , Attention: Any notice or <br />communication to be given to the City under this Purchase Agreement may be given by delivering <br />the same in writing to the City of Santa Ana, at the address first set forth above, Attention: City <br />Manager. All notices or communications hereunder by any party shall be given and served upon <br />each other party. <br />Section 11. Parties in Interest. This Purchase Agreement is made solely for the benefit <br />of the City and the Underwriter (including the successors or assigns thereof) and no other person <br />shall acquire or have any right hereunder or by virtue hereof All representations, warranties and <br />agreements of the City in this Purchase Agreement shall remain operative and in full force and effect <br />regardless of any investigation made by or on behalf of the Underwriter and shall survive the <br />delivery of and payment for the Bonds. <br />Section 12. Counterparts. This Purchase Agreement may be executed by the parties <br />hereto in separate counterparts, each of which when so executed and delivered shall be an original, <br />but all such counterparts shall together constitute but one and the same instrument. <br />City Council 15 33 — 79 3/16/2021 <br />4821-485.-6027v3/200434-0005 <br />