4/24/12 - Barnegat Township School District

advertising expenses in connection with the public offering of the Bonds; and (iii) all other expenses
incurred by them in connection with the public offering of the Bonds, including the fees and disbursements
of counsel retained by the Underwriter, and the CUSIP Service Bureau fee.
(d) If this Agreement shall be terminated by the Underwriter because of any failure
or refusal on the part of the Board to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Board shall be unable to perform its obligations under this
Agreement, the Board will reimburse the Underwriter for all out-of-pocket expenses (including the fees
and disbursements of counsel to the Underwriter) reasonably incurred by the Underwriter in connection
with this Agreement or the offering contemplated hereunder.
11. Remedies Upon Default.
(a) In the event the Board refuses to deliver the Bonds or refuses to satisfy the
conditions precedent to the purchase and delivery of the Bonds under this Purchase Contract which are
within its control, the Underwriter shall be entitled to receive its actual damages, reasonable expenses and
legal fees, which amount shall in no event exceed one percent (1%) of the principal amount of the Bonds.
(b) In the event the Board is unable to deliver the Bonds or to satisfy the conditions
under which the Underwriter is to purchase and accept delivery of the Bonds, or the obligations of the
Underwriter shall be terminated for any reason permitted hereunder, this Purchase Contract shall become
null and void and the parties hereto shall have no further obligations hereunder.
(c) In the event the Underwriter fails (other than for a reason permitted hereunder) to
accept and pay for the Bonds at Closing as provided herein, the Board shall be entitled to receive its actual
damages, reasonable expenses and legal fees, which amount shall in no event exceed one percent (1%) of
the principal amount of the Bonds.
12. Notices. Any notice or other communication to be given to the Board or the Underwriter
under this Purchase Contract may be given by delivering the same in writing to the following addresses:
Board:
The Board of Education of the Township of Barnegat
550 Barnegat Boulevard North
Barnegat, NJ 08005
Attention: Dean Allison, Business Administrator/Board
Secretary
Underwriter:
RBC Capital Markets
25 Hanover Road
Florham Park, NJ 07932
Attention: Brian B. Burke, Managing Director
13. Parties in Interest. This Purchase Contract is made solely for the benefit of the Board and
the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or
have any right hereunder or by virtue hereof.
14. Effectiveness. This Purchase Contract shall become effective, assuming the valid
execution of an authorized representative of the Underwriter hereto, upon the execution of the acceptance
Barnegat Township Board of Education Meeting Minutes
April 24, 2012 83