Orange County NC Website
EXHIBIT B <br /> $ 6753609000 <br /> Orange County, North Carolina <br /> Limited Obligation Bonds , Series 2025 <br /> ISSUE PRICE CERTIFICATE <br /> The undersigned, on behalf of Robert W. Baird & Co . Incorporated ("Baird") , on behalf of itself <br /> and Samuel A . Ramirez & Co . , Inc . and Siebert Williams Shank & Co . , LLC (together, the "Underwriting <br /> Group "), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned <br /> obligations (the "Bonds ") . <br /> 1 . Sale of the Bonds . As of the date of this certificate, for each Maturity of the Bonds, the <br /> first price at which at least 10 % of such Maturity of the Bonds was sold to the Public is the respective price <br /> listed in Schedule A . <br /> 2 . Defined Terms. <br /> (a) Issuer means Orange County, North Carolina . <br /> (b) Maturity means Bonds with the same credit and payment terms . Bonds with different <br /> maturity dates , or Bonds with the same maturity date but different stated interest rates , are treated as <br /> separate maturities . <br /> (c) Public means any person ( including an individual , trust, estate, partnership , association, <br /> company, or corporation) other than an Underwriter or a related party to an Underwriter . The term "related <br /> party" for purposes of this certificate generally means any two or more persons who have greater than 50 <br /> percent common ownership, directly or indirectly . <br /> (d) Sale Date means the first day on which there is a binding contract in writing for the sale of <br /> a Maturity of the Bonds . The Sale Date of the Bonds is June 5 , 2025 . <br /> (e) Underwriter means ( i) any person that agrees pursuant to a written contract with the Issuer <br /> (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds <br /> to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a <br /> person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public <br /> (including a member of a selling group or a party to a retail distribution agreement participating in the initial <br /> sale of the Bonds to the Public) . <br /> The representations set forth in this certificate are limited to factual matters only . Nothing in this <br /> certificate represents Baird ' s interpretation of any laws , including specifically Sections 103 and 148 of the <br /> Internal Revenue Code of 1986 , as amended, and the Treasury Regulations thereunder. The undersigned <br /> understands that the foregoing information will be relied upon by the Issuer with respect to certain of the <br /> representations set forth in the Tax Certificate and with respect to compliance with the federal income tax <br /> rules affecting the Bonds , and by Bond Counsel in connection with rendering its opinion that the interest <br /> on the Bonds is excluded from gross income for federal income tax purposes , the preparation of Internal <br /> Revenue Service Form 8038 - G, and other federal income tax advice it may give to the Issuer from time to <br /> time relating to the Bonds . The representations set forth herein are not necessarily based on personal <br /> knowledge and, in certain cases , the undersigned is relying on representations made by other members of <br /> the Underwriting Group . <br /> B - 1 <br />