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

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Municipal Securities Rulemaking DPC Data Inc. Board One Executive Drive 1900 Duke St., Ste. 600 Fort Lee, NJ 07024 Alexandria, yjA 22314 Standard & Poor's Securities Evaluations, Inc. 55 Water Street, 45~' Floor New ~rork, NY 10041 (b) The Company will take all actions and provide all information reasonably requested by the Underwriters to ensure that the Preliminary Official Statement and the Final Official Statement at all tunes during the initial offering and distribution of the 2006A Certificates 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 Official Statement without the prior written consent of the Underwriters («~hich consent will not be unreasonably withheld); provided, however, that, if between the date of this Purchase Contract and 2~ 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 «~hich they were made, not misleading, the Company 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 Company will supplement or amend the Official Statement in form and manner approved by the Underwriters, and the County shall pay all expenses in association therewith, including reasonable attorneys' fees. For purposes of this Purchase Contract, the "et~d of the underwriting periocP' will mean the later of (i) the Closing or (ii) the time that the Under•~vriters no longer retain, directly or as a member of an under-~writing syndicate, an unsold balance of the 2006A Certificates for sale to the public. Unless otherwise notified in «~riting by the Underwriters, the Company shall treat the Closing as the "end of the underwriting peg°i od." (c) The Company agrees to use all reasonable efforts to cause the County to authorize and approve the Preliminary Official Statement dated April 2006 (the "Preliminary Official Statement") and the Final Official Statement (the Final Official Statement, the Preliminary OfTcial Statement and any amendments or supplements that may be authorized for use with respect to the 2006A Certificates are herein referred to collectively as the "O~cial Statement"), to consent to their distribution and use by the Underwriters and to authorize the execution of the Final Official Statement by a duly authorized officer of the County. C-883838v3 13361.00022 4