Orange County NC Website
circumstances under which they were made, not misleading, the County shall promptly provide written <br /> notice to the Underwriters thereof, and if, in the opinion of the County or the Underwriters, such event <br /> requires the preparation and publication of a supplement or amendment to the Official Statement, the <br /> County shall at its expense supplement or amend the Official Statement in a form and in a manner approved <br /> by the Underwriters. For purposes of this Bond Purchase Agreement,the"end of the underwriting period" <br /> shall be deemed to be the Closing Date(as hereinafter defined),unless the Underwriters shall have notified <br /> the County to the contrary on or before the Closing Date. <br /> (q) If the Official Statement is supplemented or amended pursuant to subsection(p)of <br /> this Section, at the time of each supplement or amendment thereto and (unless subsequently again <br /> supplemented or amended pursuant to such subsection) at all times subsequent thereto up to and including <br /> the Closing Date, the County shall take all steps necessary to ensure that the Official Statement as so <br /> supplemented or amended will not contain any untrue statement of a material fact or omit to state a material <br /> fact necessary to make the statements therein,in the light of the circumstances under which they were made, <br /> not misleading. <br /> (r) The information in the Preliminary Official Statement (excluding therefrom the <br /> information under the captions "INTRODUCTION—Book-Entry Only" and"UNDERWRITING" and in <br /> Appendix E, as to which no representations or warranties are made), including its attachments and <br /> appendices,at the time of acceptance hereof is correct in all material respects,and such Preliminary Official <br /> Statement does not contain any untrue statement of a material fact or omit to state a material fact required <br /> to be stated therein or necessary to make the statements made therein, in the light of the circumstances <br /> under which they were made, not misleading; and the information in the Official Statement (excluding <br /> therefrom the information under the captions "INTRODUCTION — Book-Entry Only" and <br /> "UNDERWRITING" and in Appendix E, as to which no representations or warranties are made) as of its <br /> date and as of the Closing Date, will be true and correct and will not contain any untrue statement of a <br /> material fact or omit to state a material fact required to be stated therein or necessary to make the statements <br /> made therein,in the light of the circumstances under which they were made,not misleading. <br /> (s) Between the date hereof and the Closing, the County shall not, without the prior <br /> written consent of the Underwriters, offer or issue in any material amount any bonds, notes or other <br /> obligations for borrowed money,or incur any material liabilities, direct or contingent, except in the course <br /> of normal business operations of the County or except for such borrowings as may be described in or <br /> contemplated by the Official Statement. <br /> (t) Except as described in the Official Statement,during the last five years,the County <br /> has not failed to materially comply with any previous undertaking relating to continuing disclosure of <br /> information pursuant to Rule 15c2-12. <br /> The execution and delivery of this Bond Purchase Agreement by the County shall <br /> constitute a representation by the County to the Underwriters that the representations, warranties and <br /> covenants contained in this Section 5 are true as of the date hereof, provided that no officer of the County <br /> shall be individually liable for the breach of any representation,warranty or covenant made by the County <br /> in this Section 5. <br /> (6) Closing. At 10:00 a.m., Eastern Time, on June ", 2021, or at such other time or date as <br /> the County and the Underwriters shall mutually agree upon (the "Closing Date"), the County shall (a) <br /> deliver or cause to be delivered,through the custody of The Depository Trust Company,New York,New <br /> York("DTC"),or at such place as the County and Underwriters shall mutually agree upon,for the account <br /> of the Underwriters,the Bonds duly executed by the County in fully registered form,bearing proper CUSIP <br /> numbers, and registered in the name of Cede & Co., as nominee of DTC, which will act as securities <br /> -7- <br />