Orange County NC Website
of the transactions contemplated by the foregoing documents , will have been obtained, given, or taken and <br /> will be in full force and effect. <br /> (m) Any certificate signed by an authorized officer of the County delivered to the <br /> Underwriters shall be deemed a representation and warranty by the County to the Underwriters as to the <br /> truth of the statements made therein . <br /> (n) The County has and will cooperate with the Underwriters and their counsel in any <br /> endeavor to qualify the Bonds for offering and sale under the securities or "Blue Sky" laws of such <br /> jurisdictions of the United States as the Underwriters may request; provided, however, that the County will <br /> not be required to execute a general or special consent to service of process or qualify to do business in <br /> connection with any qualification or determination in any jurisdiction . <br /> (o) The audited financial statements of the County for the period ended June 30 , 2024 , <br /> present fairly the County ' s financial condition as of such date and the results of its operations for the <br /> respective periods set forth therein and have been prepared in accordance with generally accepted <br /> accounting principles consistently applied . There has been no material change in the financial affairs of <br /> the County since June 30 , 2024 , except as disclosed specifically in the Official Statement. <br /> (p) If between the date of this Bond Purchase Agreement and the date 25 days after <br /> the "end of the underwriting period" for the Bonds , as defined in the Rule, any event occurs which might <br /> or would cause the Official Statement to contain any untrue statement of a material fact or to omit to state <br /> a material fact required to be stated therein or necessary to make the statements therein, in the light of the <br /> circumstances under which they were made , not misleading, the County shall promptly provide written <br /> notice to the Underwriters thereof, and if, in the opinion of the County or the Underwriters , such event <br /> requires the preparation and publication of a supplement or amendment to the Official Statement, the <br /> County shall at its expense supplement or amend the Official Statement in a form and in a manner approved <br /> by the Underwriters . For purposes of this Bond Purchase Agreement, the "end of the underwriting period" <br /> shall be deemed to be the Closing Date (as hereinafter defined), unless the Underwriters shall have notified <br /> the County to the contrary on or before the Closing Date . <br /> (q) If the Official Statement is supplemented or amended pursuant to subsection (p) of <br /> this Section, at the time of each supplement or amendment thereto and (unless subsequently again <br /> supplemented or amended pursuant to such subsection) at all times subsequent thereto up to and including <br /> the Closing Date, the County shall take all steps necessary to ensure that the Official Statement as so <br /> supplemented or amended will not contain any untrue statement of a material fact or omit to state a material <br /> fact necessary to make the statements therein, in the light of the circumstances under which they were made , <br /> not misleading . <br /> (r) The information in the Preliminary Official Statement ( excluding therefrom the <br /> information under the captions "INTRODUCTION — Book-Entry Only" and "UNDERWRITING" and in <br /> Appendix E, as to which no representations or warranties are made) , including its attachments and <br /> appendices , at the time of acceptance hereof is correct in all material respects , and such Preliminary Official <br /> Statement does not contain any untrue statement of a material fact or omit to state a material fact required <br /> to be stated therein or necessary to make the statements made therein, in the light of the circumstances <br /> under which they were made, not misleading ; and the information in the Official Statement (excluding <br /> therefrom the information under the captions "INTRODUCTION — Book-Entry Only" and <br /> "UNDERWRITING" and in Appendix E , as to which no representations or warranties are made) as of its <br /> date and as of the Closing Date , will be true and correct and will not contain any untrue statement of a <br /> material fact or omit to state a material fact required to be stated therein or necessary to make the statements <br /> made therein, in the light of the circumstances under which they were made, not misleading . <br /> - 6 - <br />