Orange County NC Website
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 /> 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 b , 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 their obligation to purchase the <br /> Bonds at the time of Closing if any of the documents , certificates or opinions to be delivered to the <br /> Underwriters hereunder is not delivered at the time of Closing or if, between the date hereof and the time <br /> of Closing, one or more of the following occurs : <br /> (1) 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 2024A Bonds which in the Underwriters ' <br /> judgment, materially adversely affects the market for the Bonds ; or <br /> (11) 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 /> - 8 - <br />