Agenda - 03-02-2006-8bCP - Laserfiche WebLink

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The County agrees to deliver to the Underwriters, at such addresses as the Underwriters shall specify, as many copies of the Final Official Statement as the Underwriters shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule") and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The County agrees to deliver such Final Official Statements within seven business days after the execution hereof. The County will take all actions and provide all information reasonably requested by the Underwriters to ensure that the Official Statement at all tunes during the initial offering and distrihution of the 2446A Certificates 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 Underwriters (which consent will not be uru•easonably 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 Underwriters, and, if in the opinion of the Underwriters, 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 Underwriters. For purposes of this Letter of Representation, the "end of the underwriting peg°iod" will mean the later of (i}the Closing or (ii) the time that the Undei-~vriters no longer retain, directly or as a member of an underwriting syndicate, an unsold balance of the 2406A Certificates for sale to the public. Unless otherwise notified in writing by the Underwriters and the County shall treat the Closing as the ``end of the underwr°iting period." The County represents and warrants that (a} it has deemed 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, Yvarranties and Covenants of County. The County represents and warrants to and agrees with the Underwriters 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 "THE 244&A CERTIFICATES - Book-Entry-Only System," "THE COMPANY" and "MISCELL_4NEOUS -Underwriting" and in Appendices C and D thereto, are and will be true, correct and complete in all material respects and do not and t~-ill not contain any untrue statement of a material fact or omit to state a material fact C-883838v3 13361.00022 ~-2