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

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event has occurred and is continuing which, with the lapse of time or the giving of notice or both, • might constitute an event of default under any such instrument, and no event has occurred which with the passage of time or the giving of notice, or both, would constitute an event of default as defined in the Contract; (j) the County will furnish such information and will cooperate with the Underwriter in taking such actions as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of any state and other jurisdictions of the United States which the Underwriter may designate; provided, however, that the County will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with such qualification; (k) the County will take all action and provide all information required to be taken or provided by the Company under the Purchase Contract in connection with the preparation and distribution of the Official Statement, and the terms and conditions of the Purchase Contract relating to such preparation and distribution, including without limitation the provisions of Section 2 thereof, are incorporated by reference in this Letter of Representation, mutatis mutandis; (1) on the Closing Date, the County Documents will have been duly authorized, executed and delivered and will constitute valid and binding obligations of the County enforceable in accordance with their terms (except insofar as the enforcement thereof may be limited by bankruptcy, insolvency or similar laws relating to the enforcement of creditors' rights); • (m) if, at any time prior to the later of (i) receipt of notice from the Underwriter pursuant to Section 2(b) of the Purchase Contract that Official Statements are no longer required to be delivered under the Rule (as defined in the Purchase Contract) or (ii) 90 days after the Closing, any event occurs as a result of which the Preliminary Official Statement or the Final Official Statement as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the County shall promptly notify the Underwriter thereof in writing; provided, however, that the County shall have such obligations with respect to information in the Preliminary Official Statement and Final Official Statement concerning and supplied by the Company or the Underwriter only to the extent the County has actual knowledge or notice of any such event; any information supplied by the County for inclusion in any amendments or supplements to the Preliminary Official Statement or Final Official Statement will not contain any untrue or misleading statement of a material fact relating to the County or omit to state any material fact relating to the County necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on the request of the Underwriter therefor, the County shall prepare and deliver to the Underwriter at the County's expense as many copies of an amendment or supplement which will correct any untrue. statement or omission as the Underwriter may reasonably request; (n) in the Contract the County will covenant to comply with the information reporting requirements adopted by the Securities and Exchange Commission or the Municipal Securities • Rulemaking Board with respect to obligations such as the Bonds; 3025651v2 15249.00084