Orange County NC Website
Browse       Search
r <br /> i <br /> (ix) A certificate, dated the date of the Closing, of the duly authorized <br /> representative(s) or officer(s) of the County, with a copy of the Approving Resolution attached, to <br /> the effect that the Approving Resolution has been duly adopted and remains in full force and effect; <br /> (x) A certificate , dated on or before the closing date, evidencing the property <br /> insurance required by the Trust Agreement; <br /> (xi) A pro forma title insurance policy or other evidence of title insurance <br /> satisfactory to the Underwriters issued by Investors Title Insurance Company, relating to the Deed <br /> of Trust and naming the Trustee as a beneficiary; <br /> (xii) Federal tax form 8038 -G prepared with respect to the Bonds and ready for <br /> filing ; <br /> (xiii) A tax certificate of the County in form and content reasonably satisfactory <br /> to the Underwriters ; <br /> (xiv) Evidence that Moody ' s , S &P and Fitch have issued ratings for the Bonds <br /> of not less than "Aa1 , " "AA+" and "AA+", respectively; and <br /> (xv) Such additional legal opinions , certificates , proceedings , instruments and <br /> other documents , as the Underwriters or legal counsel to the Underwriters may reasonably request <br /> to evidence compliance by the County with legal requirements relating to the issuance of the Bonds , <br /> the truth and accuracy, as of the date of Closing, of all representations contained herein and the due <br /> performance or satisfaction by the County at or prior to the date of Closing of all agreements then <br /> to be performed and all conditions then to be satisfied as contemplated under this Bond Purchase <br /> Agreement and the Trust Agreement . <br /> If the County shall be unable to satisfy the conditions to the obligations of the Underwriters <br /> contained in this Bond Purchase Agreement or if the obligations of the Underwriters shall be terminated <br /> for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate <br /> and neither the County nor the Underwriters shall have any further obligations hereunder, except that <br /> Sections 9 and 10 and the representations and warranties of the County contained therein (as of the date <br /> made) will continue in full force and effect. <br /> (8) Survival . All representations , warranties and agreements of the County set forth in or made <br /> pursuant to this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of <br /> any investigations made by or on behalf of the Underwriters and shall survive the delivery of and payment <br /> for the Bonds . <br /> (9) Payment of Expenses . The County shall pay, out of the proceeds of the Bonds or from its <br /> own funds , any expenses incident to the performance of the obligations of the County or the Underwriters <br /> hereunder, including but not limited to : (i) the cost of the preparation, reproduction , printing, distribution, <br /> and mailing, of the Official Statement; (ii) the fees and disbursements of Bond Counsel and counsel for the <br /> County ; (iii) the fees and disbursements of any experts retained by the County or the Underwriters ; (iv) fees <br /> charged by the rating agencies for the rating of the Bonds ; and (v) the cost of qualifying the Bonds under <br /> the laws of such jurisdictions as the Underwriters may designate , including filing fees and fees and <br /> disbursements of counsel for the Underwriters in connection with such qualification and the preparation of <br /> Blue Sky Memoranda . <br /> If the Bonds are not delivered to the Underwriters pursuant to this Bond Purchase <br /> 4 0- <br />