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

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distribution of the Official Statement. The County agrees to prepare the Official Statement, including any amendments thereto, in word-searchable PDF format as described in the MSRB's • Rule G-32 and to 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. The County will take all actions and provide all information reasonably requested by the Underwriter to ensure that the Official Statement at all times during the initial offering and distribution of the Bonds does 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. Neither the Company nor the County will amend or supplement, or approve any amendment or supplement of, the Official Statement without the prior written consent of the Underwriter (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 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 County 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 County will supplement or amend the Official Statement in the form and manner approved by the Underwriter. For purposes of this Letter of Representation, 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 and the County shall treat the Closing as the "end of the underwriting period." The County represents and warrants that (a) it deems the Preliminary Official Statement final as of its date except for omitted information permitted under paragraph (b)(1) of the Rule, and (b) the Official Statement constitutes as of this date a final official statement within the meaning of paragraph (e)(3) of the Rule. 2. Representations, Warranties and Covenants of County. The County represents and warrants to and agrees with the Underwriter that: (a) the County is a political subdivision, validly organized and existing under the laws of the State of North Carolina; (b) on the date hereof and at the Closing Date, the statements and information contained in the Official Statement, except for the information contained under the captions "INTRODUCTION-Book-Entry-Only," "THE COMPANY," and "UNDERWRITING" and in Appendices D and E thereto, are and will be true, correct and complete in all material respects and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; 3025651v2 15249.00084