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

Browse Search

3. Representations, Warranties crud Covenants af' the Company. The Company represents and «Tarrants to the Underwriters that: (a) the Company is a nonprofit corporation duly created and validly existing and in good standing under the laws of the State of North Carolina and has the power and authority and all necessary licenses and permits to conduct its business as described in the Preliminary Official Statement and the Final Official Statement; (b) to the best of its knowledge, both at the time of its acceptance hereof and at the date of Closing (hereinafter defined), the statements and information contained in the Final Official Statement relating to the Company 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 any statement or information t~-•hich is necessary to make the statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; provided, however, that the Company makes no representation with respect to the information in the Final Official Statement. supplied by the County (including the financial and statistical information in Appendix A thereto) or the Underwriters, or any other party, if applicable, other than that it has no knowledge or notice that such information is inaccurate or misleading; (c) the Company will cooperate with the Underwriters and their counsel at the Underwriters' sole expense in taking all necessary action to qualify the Certificates for offer and sale under the securities or "Blue Sky" la~~-•s of such jurisdictions as the Underwriters may reasonably request and authorize the Llnder~writers, at the Underwriters' sole expense, to make any necessary filings on behalf of the Company in taking any such necessary action; provided, however, that the Company 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; {d) the execution and delivery by the Company of this Purchase Contract, the Trust Agreement, the Financing Contract, and the Final Official Statement were duly approved by the Company's Board of Directors in complete conformity with the Articles of Incorporation and the Bylaws of the Company and North Carolina law; (e) the approval, execution and delivery of this Purchase Contract, the Trust Agreement and the Financing Contract and compliance with the provisions thereof and hereof under the circumstances contemplated thereby and hereby, do not and twill not conflict with, constitute a breach of or default under, or result in the creation of a lien on any property of the Company {except as contemplated therein) pursuant to applicable law or any indenture, bond order, deed of trust, mortgage, agreement or other instrument to which the Company is a party except as described in the Final Official Statement, or conflict with or violate any applicable law, administrative rule, regulation, judgment, court order or consent decree to which the Company is subject; (f) there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, or public board or body, pending or, to the best of its knowledge, threatened (i) contesting the corporate existence C-883838v3 13361.00022 c