Orange County NC Website
Browse       Search
135 <br /> depository for the Bonds; and(b) deliver or cause to be delivered, to the Underwriters at Winston-Salem, <br /> North Carolina, or at such other place as the County and Underwriters may mutually agree upon, the <br /> documents described in Section 7(d)hereof.Concurrently with the delivery of the Bonds and the documents <br /> mentioned in Section 7(d)hereof at the Closing,subject to the conditions contained herein,the Underwriters <br /> will accept such delivery and will pay the purchase price of the Bonds in the amount set forth in Section 1 <br /> hereof by wire transfer in immediately available funds to the Trustee for the account of the County. The <br /> Closing shall take place at the offices of the County. The Bonds shall be available for inspection by the <br /> Underwriters at least two business days prior to Closing. <br /> (7) Closing Conditions/Right to Cancel. The Underwriters enter into this Bond Purchase <br /> Agreement in reliance upon the County's representations and agreements herein and the performance by <br /> the County of its obligations hereunder, both as of the date hereof and as of the date of Closing. The <br /> Underwriters' obligations under this Bond Purchase Agreement are and shall be subject to the following <br /> additional conditions: <br /> (a) At the time of the Closing, the Approving Resolution, the Trust Agreement, and <br /> the Modified Deed of Trust shall be in full force and effect and none of the Approving Resolution,the Trust <br /> Agreement, the Modified Deed of Trust or the Official Statement shall have been amended, modified or <br /> supplemented,except as may have been approved in writing by the Underwriters,and the County shall have <br /> duly adopted, and there shall be in full force and effect, such other resolutions as, in the opinion of Bond <br /> Counsel, shall be necessary in connection with the transactions contemplated hereby. <br /> (b) The Bonds,as set forth in Section 6, shall be delivered to the Trustee to be held by <br /> the Trustee under DTC's FAST program. <br /> (c) The Underwriters shall have the right to cancel its obligation to purchase the Bonds <br /> at the time of Closing if any of the documents, certificates or opinions to be delivered to the Underwriters <br /> hereunder is not delivered at the time of Closing or if,between the date hereof and the time of Closing,one <br /> or more of the following occurs: <br /> (i) Legislation(whether or not yet introduced in Congress of the United States <br /> ("Congress")) shall be enacted or be actively considered for enactment by the Congress or <br /> recommended to the Congress by the President of the United States or favorably reported for <br /> passage to either House of Congress by any committee of such House, or a conference committee <br /> of both Houses, to which such legislation had been referred for consideration, or a decision by a <br /> federal court of the United States or the United States Tax Court shall be rendered, or an order, <br /> ruling, regulation or official statement by or on behalf of the Treasury Department of the United <br /> States or the Internal Revenue Service or other governmental agency shall be made or proposed,or <br /> a release or official statement made by the President of the United States or by the Treasury <br /> Department of the United States or the Internal Revenue Service, with respect to federal taxation <br /> upon revenues or other income of the general character to be derived by the County or upon interest <br /> received on obligations of the general character of the Bonds which in the Underwriters'judgment, <br /> materially adversely affects the market for the Bonds; or <br /> (ii) Legislation shall hereafter be enacted or actively considered for enactment <br /> or introduction, with an effective date on or prior to the Closing, or a decision by a court of the <br /> United States shall be rendered or a stop order, ruling, regulation or proposed regulation by or on <br /> behalf of the Securities and Exchange Commission or other agency having jurisdiction shall be <br /> made,to the effect that the issuance, sale and delivery of the Bonds,or any other obligations of any <br /> similar public body of the general character of the County is in violation of the Securities Act of <br /> 1933, as amended, of the Securities Exchange Act of 1934, as amended, or of the Trust Indenture <br /> -8- <br />