Orange County NC Website
134 <br /> which event of default would affect adversely the transactions contemplated by any of the <br /> County Documents. <br /> (k) The County is not in material breach of or in default under the <br /> Approving Resolution, any applicable law or administrative regulation of the State or the <br /> United States, or any applicable judgment or decree, or any loan agreement, note, <br /> resolution or other agreement or instrument to which the County is a party or is otherwise <br /> subject, which breach or default would in any way materially adversely affect the <br /> authorization or issuance of the Bonds and the transactions contemplated hereby, and no <br /> event has occurred and is continuing which,with the passage of time or the giving of notice <br /> or both, would constitute such a breach or default. <br /> (1) On and as of the Closing, all authorizations, consents, and approvals <br /> of, notices to, registrations or filings with, or actions in respect of any governmental body, <br /> agency, or other instrumentality or court required to be obtained, given, or taken on behalf <br /> of the County in connection with the execution, delivery and performance by the County <br /> of the County Documents, and any other agreement or instrument to which the County is <br /> a party and which has been or will be executed in connection with the consummation of <br /> the transactions contemplated by the foregoing documents, will have been obtained, given, <br /> or taken and will be in full force and effect. <br /> (m) Any certificate signed by an authorized officer of the County <br /> delivered to the Underwriters shall be deemed a representation and warranty by the County <br /> to the Underwriters as to the truth of the statements made therein. <br /> (n) The County has and will cooperate with the Underwriters and their <br /> counsel in any endeavor to qualify the Bonds for offering and sale under the securities or <br /> "Blue Sky"laws of such jurisdictions of the United States as the Underwriters may request; <br /> provided, however, that the County will not be required to execute a general or special <br /> consent to service of process or qualify to do business in connection with any qualification <br /> or determination in any jurisdiction. <br /> (o) The audited financial statements of the County for the period ended <br /> June 30,2024,present fairly the County's financial condition as of such date and the results <br /> of its operations for the respective periods set forth therein and have been prepared in <br /> accordance with generally accepted accounting principles consistently applied. There has <br /> been no material change in the financial affairs of the County since June 30, 2024, except <br /> as disclosed specifically in the Official Statement. <br /> (p) If between the date of this Bond Purchase Agreement and the date 25 <br /> days after the "end of the underwriting period" for the Bonds, as defined in the Rule, any <br /> event occurs which might or would cause the Official Statement to contain any untrue <br /> statement of a material fact or to omit to state a material fact required to be stated therein <br /> or necessary to make the statements therein, in the light of the circumstances under which <br /> -8- <br />