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

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Purchase Price of the Bonds with bank wire transfer in federal funds payable to the order of the • Trustee on behalf of the County. The activities relating to the final execution and delivery of the Bonds, the Contract, the Deed of Trust and the Trust Agreement and the payment therefor and the delivery of all certificates, opinions and other instruments described in Section 7 of this Purchase Contract shall occur at the offices of Orange County, North Carolina. The payment for the Bonds and simultaneous delivery of the Bonds to the Underwriter is herein referred to as the "Closing." The Bonds will be delivered in book-entry form as definitive registered Bonds initially as one bond for each maturity, registered in the name of Cede & Co., as nominee of DTC, as registered owner of all of the Bonds, duly executed and authenticated, with CUSIP identification numbers typed thereon. Neither the failure to type such numbers on any Bond nor any error in them will constitute cause for a failure or refusal by the Underwriter to accept delivery of the Bonds and pay the Purchase Price of the Bonds. 6. Termination of Purchase Contract. The Underwriter has the right to cancel their obligation to purchase the Bonds by notifying the County and the Company of their election to do so, if between the date hereof and the Closing Date: (a) legislation shall have been enacted or introduced by the Congress of the United States, or adopted by either House of the Congress, or enacted or introduced by the General Assembly of the State of North Carolina, or adopted by either House of the General Assembly, or shall have been reported out of committee of either the Congress or the General Assembly, or • be pending in committee of either the Congress or the General Assembly, or a decision shall have been rendered by a court of the United States, including the Tax Court of the United States, or a court of the State of North Carolina, or a ruling or an official release shall have been made or a regulation or temporary regulation shall have been proposed or made or a press release or some other form of notice or announcement shall have been issued by the Treasury Department of the United States or the Internal Revenue Service or other federal or state authority having jurisdiction over tax matters, with respect to federal or State of North Carolina taxation upon revenues or other income of the general character to be derived by the County or the Company, or upon interest received on obligations of the general character of the Bonds, or other action or events shall have transpired which would, in the reasonable judgment of the Underwriter, have the purpose or effect, directly or indirectly, of changing the federal or State of North Carolina tax consequences of any of the transactions contemplated in connection herewith; (b) there shall occur any event, which in the reasonable judgment of the Underwriter (i) would have a material and adverse affect on the market price or marketability of the Bonds, (ii) would make untrue, incorrect or incomplete in any material respect any statement or information contained in the Official Statement, or (iii) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein, under the circumstances in which they were made, not materially misleading; (c) in the reasonable judgment of the Underwriter, the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of Bonds shall have been materially adversely affected by an amendment of or supplement to the Official • Statement; 6 3025651v2 15249.00084