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

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other documents hereinafter mentioned; and the Underwriters will accept such delivery and pay the Purchase Price of the 2006A Certificates with bank wire transfer in federal funds payable to the order of the Trustee on behalf of the County. The activities relating to the final execution and delivery of the 2006A Certificates, the Financing Contract, the Deed of Trust and the Trust Agreement and the payment therefor and the delivery of all certificates, opinions and other instruments described in Section 7 of this Purchase Contract shall occur at the offices of Coleman, Gledhill, Hargrave & Peek, P.C., Hillsborough, North Carolina. The payment for the 2006A Certificates and simultaneous delivery of the 2006A Certificates to the UndeY•~~•riters is herein referY•ed to as the "Closing." The 2006A Certificates will be delivered in book-entry form as definitive registered 2006A Certificates initially as one certificate for each maturity, registered in the name of Cede & Co., as nominee of DTC, as registered owner of all of the 200&A Certificates, duly executed and authenticated, with CUSIP identification numbers typed thereon. Neither the failure to type such numbers on any 200~A Certificate nor any error in them will constitute cause for a failure or refusal by the Underwriters to accept delivery of the 2006A Certificates and pay the Purchase Price of the 2006A Certificates. The 2006A Certificates will be made available for checking and packaging by the Underwriters at DTC's facilities in New York, New York, as the Underwriters and the Trustee shall agree not less than 24 hours prior to the Closing. 6. Termination of Purchase Cantract. The Underwriters have the right to cancel its obligation to purchase the 2006A Certificates by notifying the County and the Company of its election to do so, if between the date hereof and the Closing Date: (a) legislation shall have been enacted or introduced by the Congress of the United States, or adopted by either House of the Congress, or enacted or introduced by the General Assembly of the State of North Carolina, or adopted by either House of the General Assembly, or shall have been reported out of committee of either the Congress or the General Assembly, or be pending in committee of either the Congress or the General Assembly, or a decision shall have been rendered by a court of the United States, including the Tax Court of the United States, or a court of the State of North Carolina, or a ruling or an official release shall have been made or a regulation or temporary regulation shall have been proposed or made or a press release or some other form of notice or announcement shall have been issued by the Treasury Department of the United States or the Internal Revenue Service or other federal or state authority having jurisdiction over tax matters, «Tith respect to federal or State of North Carolina taxation upon revenues or other income of the general character to be derived by the County or the Company, or upon interest received on obligations of the general character of the 2006A Certificates, or other action or events shall have transpired which would, in the reasonable judgment of the Underwriters, have the purpose or effect, directly or indirectly, of changing the federal or State of North Carolina tax consequences of any of the transactions contemplated in connection herewith; (b) there shall occur any event, which in the reasonable judgment of the Underwriters (i) «~ould ha~•~e a material and adverse affect on the market price or marketability of the 2006A Certificates, (ii) would make untrue, incorrect or incomplete in any material respect any statement or information contained in the Official Statement, C-883838v3 13361.00022