Agenda - 11-16-2010 - 4k - Laserfiche WebLink

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• the offer and sale of the Bonds are legal, either as exempt securities, as exempt transactions or as a result of registration of the Bonds for sale in any such state. 2. Official Statement. (a) The fmal Official Statement. dated December _, 2010 relating to the Bonds (the "Final Official Statement") shall be provided for distribution, at the expense of the County, in such quantity as may be requested by the Underwriter no later than the earlier of (i) seven business days after the date of this Purchase Contract or (ii) one business day prior to the Closing (defined below), in order to permit the Underwriter to comply with Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule "), and the applicable rules of the Municipal Securities Rulemaking Board (the "MSRB"), with respect to distribution of the Final Official Statement. The County shall prepare the Official Statement, including any amendments thereto, in word-searchable PDF format as described in the MSRB's Rule G-32 and shall provide the electronic copy of the word-searchable PDF format of the Official Statement to the Underwriter no later than one business day prior to the Closing to enable the Underwriter to comply with MSRB Rule G-32. (b) The Company will take ail actions and provide all information reasonably requested by the Underwriter to ensure that the Preliminary Official Statement, as hereinafter defined, and the Final Official Statement at all times during the initial offering and distribution of the Bonds do not contain any untrue statement of a material fact or omit to state a material fact • necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will not amend or supplement, or approve any amendment or supplement of, either the Preliminary Official Statement or the Final Officlal Statement without the prior written consent of the Lnderwriter (which consent will not be unreasonably withheld); provided, however, that, if between the date of this Purchase Contract and 25 days from the end of the underwriting period, as defined below, any event occurs or any fact is disclosed of which event or fact the Company has actual knowledge which might cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will promptly notify the Underwriter, and, if in the opinion of the Underwriter such event or disclosure requires the preparation and publication of a supplement or amendment to the Official Statement, the Company will supplement or amend the Official Statement in form and manner approved by the Underwriter, and the County shall pay all expenses in association therewith, including reasonable attorneys' fees. For purposes of this Purchase Contract, the "end of the underwriting period "will mean the later of (i) the Closing, or (ii) the time that the Underwriter no longer retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless otherwise notified in writing by the Underwriter, the Company shall treat the Closing as the "end of the underwriting period." (c) The Company agrees to use all reasonable efforts to cause the County to authorize and approve the Preliminary Official Statement dated November 30, 2010 (the "Preliminary Official Statement") and the Final Official Statement (the Final Official Statement, the • Preliminary Official Statement and any amendments or supplements that may be authorized for 3025651v2 15249.00084