Common use of Official Statement Clause in Contracts

Official Statement. The County by official action of its governing board has approved the form and distribution of the Preliminary Official Statement and the distribution of an Official Statement (together with any amendment or supplement authorized by the County, the “Official Statement”), consisting of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, with the approval of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Los Angeles, Special Counsel to the County (“Special Counsel”), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, a Professional Corporation (”Disclosure Counsel”) and the Underwriter, from time to time prior to the Closing Date (hereinafter defined). The Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail or electronic distribution (or other equally prompt means) not later than the first business day following the date upon which each such request is received. It is a condition of the offer of the Underwriter made hereby that the County deliver a reasonable number of copies of the Official Statement (but in no event shall the County be obligated to pay for more than 20 copies), in a form deemed to be final for purposes of Rule 15c2-12, within seven (7) business days of the date hereof but no later than the date of Closing, as the Underwriter shall request in order to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). During the period ending on the 25th day after the end of the underwriting period (as defined below) (or such other period as may be agreed to by the County and the Underwriter), the County shall notify the Underwriter promptly if any event shall occur, or information comes to the attention of the County, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the opinion of the Underwriter, such event requires the preparation and distribution of a supplement or amendment to the Official Statement, the County shall prepare and furnish to the Underwriter, at the County’s expense, such number of copies of the supplement or amendment to the Official Statement, in form and substance mutually agreed upon by the County and the Underwriter, as the Underwriter may reasonably request. For purposes of this Purchase Contract, the “end of the underwriting period” is used as defined in Rule 15c2-12 and shall occur on the later of (a) the date of Closing or (b) when the Underwriter no longer retains an unsold balance of the Series 2022 Certificates; unless otherwise advised in writing by the Underwriter on or prior to the Closing Date, or otherwise agreed to by the County and the Underwriter, the County may assume that the end of the underwriting period is the Closing Date. The Underwriter hereby agrees to file the Official Statement with the MSRB or any other repository approved by the Securities and Exchange Commission no later than the Closing Date.

Official Statement. The County by official action Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement with respect to the Bonds, dated , 2017 (as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”). The District represents that it deems the Preliminary Official Statement to be final as of its governing board has approved date, except for either revisions or additions to the form offering price(s), interest rate(s), yield(s) to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and distribution other terms of the Bonds which depend upon the foregoing as provided in and pursuant to the Rule. By the execution of this Bond Purchase Agreement, the District ratifies the use by the Underwriter of the Preliminary Official Statement and Statement. The District hereby agrees to deliver or cause to be delivered to the distribution Underwriter, within seven business days after the date hereof, copies of an Official Statement (together with any amendment or supplement authorized by the County, the “Official Statement”), consisting of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, with the approval of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Los Angeles, Special Counsel to the County District and the Underwriter (the “Special CounselOfficial Statement”), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, a Professional Corporation (”Disclosure Counsel”) and in such reasonable quantity as the Underwriter, from time to time prior to the Closing Date (hereinafter defined)Underwriter shall request. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement with respect to the Bonds, and agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail or electronic distribution (or other equally prompt means) not later than the first business day following the date upon which each such request is received. It is a condition of the offer of the Underwriter made hereby that the County deliver a reasonable number of copies of the Official Statement (but in no event shall the County be obligated to pay for more than 20 copies), in a form deemed to be final for purposes of Rule 15c2-12, within seven (7) business days of the date hereof but no later than the date of Closing, as the Underwriter shall request in order to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). During the period ending on the 25th day after the end of the underwriting period (as defined below) (or such other period as may be agreed to by the County and the Underwriter), the County shall notify the Underwriter promptly if any event shall occur, or information comes to the attention of the County, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the opinion of the Underwriter, such event requires the preparation and distribution of a supplement or amendment to the Official Statement, the County shall prepare and furnish to the Underwriter, at the County’s expense, such number of copies of the supplement or amendment to the Official Statement, in form and substance mutually agreed upon by the County and the Underwriter, as the Underwriter may reasonably request. For purposes of this Purchase Contract, the “end of the underwriting period” is used as defined in Rule 15c2-12 and shall occur on the later of (a) the date of Closing or (b) when the Underwriter no longer retains an unsold balance of the Series 2022 Certificates; unless otherwise advised in writing by the Underwriter on or prior to the Closing Date, or otherwise agreed to by the County and the Underwriter, the County may assume that the end of the underwriting period is the Closing Date. The Underwriter hereby agrees to file the Official Statement with the MSRB through its Electronic Municipal Market Access system. Each party hereto agrees that it will notify the other party hereto if, within the period from the date of this Bond Purchase Agreement to and including the date which is 25 days following the End of the Underwriting Period (as hereinafter defined), such party discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any other repository approved by event, in any such case which might cause the Securities and Exchange Commission no later than Official Statement (as the Closing Date.same may have been theretofore supplemented or amended) to

Official Statement. (a) The County by official action Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement with respect to the Refunding Bonds, dated [ ], 2024 (as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”). The District represents that it deems the Preliminary Official Statement to be final as of its governing board has approved date, except for either revisions or additions to the form offering price(s), interest rate(s), yield(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and distribution other terms of the Refunding Bonds which depend upon the foregoing as provided in and pursuant to the Rule. By the execution of this Purchase Agreement, the District ratifies the use by the Underwriter of the Preliminary Official Statement. (b) The District hereby agrees to deliver or cause to be delivered to the Underwriter, not later than the seventh (7th) business day following the date this Purchase Agreement is signed, copies of a final Official Statement substantially in the form of the Preliminary Official Statement, with only such changes therein as shall have been accepted by the Underwriter and the distribution of an District (such Official Statement (together with any amendment such changes, if any, and including the cover page and all appendices, exhibits, maps, reports and statements included therein or supplement authorized by the Countyattached thereto, and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, being herein called the “Official Statement”), consisting of the Preliminary Official Statement with ) in such changes as are noted thereon and quantities as may be made thereto, requested by the Underwriter in order to permit the Underwriter to comply with paragraph (b)(4) of the Rule and with the approval rules of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLPthe MSRB; provided, Los Angeleshowever, Special Counsel that the failure of the District to comply with this requirement due solely to the County (“Special Counsel”), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, a Professional Corporation (”Disclosure Counsel”) and acts of the Underwriter, from time its counsel or agents, shall not be considered cause for the Underwriter to time prior refuse to accept delivery of and pay the Closing Date (hereinafter defined)Purchase Price for the Refunding Bonds. The Underwriter agrees that prior to the time the final Official Statement relating to the Refunding Bonds is available, the Underwriter will send to any potential purchaser of the Refunding Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail or electronic distribution (or other equally prompt means) not later than the first business day following the date upon which each such request is received. It is a condition of the offer of the . (c) The Underwriter made hereby that the County deliver a reasonable number of copies of agrees to file the Official Statement with the MSRB through its Electronic Municipal Market Access system. (but in no event shall d) Each party hereto agrees that it will notify the County be obligated to pay for more than 20 copies), in a form deemed to be final for purposes of Rule 15c2-12other party hereto if, within seven (7) business days of the date hereof but no later than period from the date of Closing, as this Purchase Agreement to and including the Underwriter shall request in order to comply with Section (b)(4) date which is 25 days following the End of the Rule and the rules Underwriting Period (as hereinafter defined), such party discovers any pre-existing or subsequent fact or becomes aware of the Municipal Securities Rulemaking Board (the “MSRB”). During the period ending on the 25th day after the end occurrence of the underwriting period (as defined below) (or any event, in any such other period as may be agreed to by the County and the Underwriter), the County shall notify the Underwriter promptly if any event shall occur, or information comes to the attention of the County, that is reasonably likely to case which might cause the Official Statement (whether or not previously as the same may have been theretofore supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the written opinion of the District or the Underwriter, such event requires the preparation and distribution publication of a supplement or amendment to the Official Statement is, as a result of such fact or event (or any other event which becomes known to the District or the Underwriter during such period), necessary so that the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the District shall, at its expense, supplement or amend the Official Statement in such a manner so that the Official Statement, as so supplemented or amended, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the County shall prepare statements therein, in the light of the circumstances under which they were made, not misleading, and furnish to the Underwriter, at the County’s expense, such number of copies of the such supplement or amendment to the Official Statement, Underwriter in form and substance mutually agreed upon by the County and the Underwriter, such numbers as the Underwriter may reasonably request. For purposes The District and the Underwriter agree that they will cooperate in the preparation of this Purchase Contractany such amendment or supplement. As used herein, the term “end End of the underwriting periodUnderwriting Period” is used as defined in Rule 15c2-12 and shall occur on means the later of such time as (ai) the date of Closing District delivers the Refunding Bonds to the Underwriter, or (bii) when the Underwriter no longer retains does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Series 2022 Certificates; unless otherwise advised in writing by Refunding Bonds for sale to the public. Unless the Underwriter on gives notice to the contrary, the “End of the Underwriting Period” shall be deemed to be the date of Closing (as defined herein). Any notice delivered pursuant to this provision shall be written notice delivered to the District at or prior to the Closing Datedate of Closing, or otherwise agreed and shall specify a date (other than the date of Closing) to by be deemed the County and the Underwriter, the County may assume that the end End of the underwriting period is the Closing Date. The Underwriter hereby agrees to file the Official Statement with the MSRB or any other repository approved by the Securities and Exchange Commission no later than the Closing DateUnderwriting Period.

Official Statement. The County by official action District has caused to be drafted and consents to the use of its governing board has approved the form and distribution of the a Preliminary Official Statement and the distribution Statement, dated as of an Official Statement , 2013 (together with any amendment or supplement authorized by the County, the “Preliminary Official Statement”), consisting of including the cover page and Appendices thereto, relating to the Bonds. The District represents that it has deemed the Preliminary Official Statement with such changes to be final as are noted thereon and as may be made theretoof its date, with except for either revision or addition of the approval of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Los Angeles, Special Counsel to the County (“Special Counsel”offering price(s), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇interest rate(s), a Professional Corporation (”Disclosure Counsel”yield(s) to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the UnderwriterBonds which depend upon the foregoing as provided in and pursuant to Rule 15c2-12 of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, from time to time prior to as amended (the Closing Date (hereinafter defined“Rule”). The Underwriter agrees Preliminary Official Statement has been prepared for use by the Underwriters in connection with the public offering, sale and distribution of the Bonds. The Underwriters agree that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter Underwriters will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first first-class mail or electronic distribution (or other equally prompt means) not later than the first business day following the date upon which each such request is received. It is The Underwriters hereby represent that they will provide, consistent with the requirements of MSRB Rule G-32, for the delivery of a condition of the offer of the Underwriter made hereby that the County deliver a reasonable number of copies copy of the Official Statement (but in no event shall the County be obligated to pay for more than 20 copies), in a form deemed to be final for purposes of Rule 15c2-12, within seven (7) business days of the date hereof but no later than the date of Closing, as the Underwriter shall request in order to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). During the period ending on the 25th day after the end of each customer who purchases any Bonds during the underwriting period (as such term is defined below) (or such other period as may be agreed to by the County and the Underwriterin MSRB Rule G-11), the County shall notify the Underwriter promptly if any event shall occur, or information comes to the attention and deliver a copy of the County, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the opinion of the Underwriter, such event requires the preparation and distribution of a supplement or amendment to the Official Statement, the County shall prepare and furnish to the Underwriter, at the County’s expense, such number of copies of the supplement or amendment to the Official Statement, MSRB in form and substance mutually agreed upon electronic format as prescribed by the County and the Underwriter, as the Underwriter may reasonably request. For purposes of this Purchase Contract, the “end of the underwriting period” is used as defined in Rule 15c2-12 and shall occur on the later of (a) the date of Closing or (b) when the Underwriter no longer retains an unsold balance of the Series 2022 Certificates; unless otherwise advised in writing by the Underwriter MSRB on or prior to before the Closing Date, or and that they will otherwise agreed to by comply with all applicable statutes and regulations in connection with the County offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and G-36 and the Underwriter, the County may assume that the end of the underwriting period is the Closing Date. The Underwriter hereby agrees to file the Official Statement with the MSRB or any other repository approved by the Securities and Exchange Commission no later than the Closing DateRule.

Official Statement. The County by official action School District has caused to be drafted and previously delivered to the Underwriter the Preliminary Official Statement, dated [January , 2015] (the “Preliminary Official Statement”), including the cover page, the inside cover page and appendices thereto, relating to the Series D Bonds and the School District’s 2015 General Obligation Refunding Bonds of School Facilities Improvement District No. 2002-1 of the Tustin Unified School District (together with the Series D Bonds, the “Bonds”). The School District represents that it deemed the Preliminary Official Statement to be final as of its governing board has approved date, except for either revision or addition of the form offering price(s), interest rate(s), yield(s) to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the Bonds which depend upon the foregoing, as required by and pursuant to Rule 15c2-12 of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended (the “Rule”). The Preliminary Official Statement prepared on behalf of the School District for use by the Underwriter in connection with the public offering, sale and distribution of the Preliminary Bonds has been determined to be “substantially final,” as defined under the Rule. The School District hereby authorizes the preparation of a final Official Statement and respecting the distribution of an Official Statement Bonds following the execution hereof (together with any amendment or supplement authorized by the County, the “Official Statement”), consisting of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, with the approval of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Los Angeles, Special Counsel to the County (“Special Counsel”), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, a Professional Corporation (”Disclosure Counsel”) and the School District hereby authorizes the use thereof by the Underwriter in connection with the public offering and sale of the Bonds. The School District shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the School District’s acceptance of this Agreement (but, in any event, not later than seven business days after the execution hereof, and in sufficient time to accompany any confirmation of a sale of Bonds) copies of the Official Statement, which is complete as of the date of its delivery to the Underwriter, from time in such reasonable quantities as the Underwriter shall request in order to time prior to comply with Section (b)(4) of the Closing Date Rule and the rules of the Municipal Securities Rulemaking Board (hereinafter definedthe “MSRB”). The Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail or electronic distribution (or other equally prompt means) not later than the first business day following the date upon which each such request is received. It is a condition of the offer of the Underwriter made hereby that the County deliver a reasonable number of copies of the Official Statement (but in no event shall the County be obligated to pay for more than 20 copies), in a form deemed to be final for purposes of Rule 15c2-12, within seven (7) business days of the date hereof but no later than the date of Closing, as the Underwriter shall request in order to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). During the period ending on the 25th day after the end End of the underwriting period Underwriting Period (as defined below) (or such other period as may be agreed to by the County School District and the Underwriter), the County School District (i) shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter and (ii) shall notify the Underwriter promptly if any event shall occur, or information comes to the attention of the CountySchool District, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the opinion of the Underwriter, such event requires the preparation and distribution of a supplement or amendment to the Official Statement, the County School District shall prepare and furnish to the Underwriter, at the CountySchool District’s expense, such number of copies of the supplement or amendment to the Official Statement, in form and substance mutually agreed upon by the County School District and the Underwriter, as the Underwriter may reasonably request. If such notification shall be given subsequent to the Closing, the School District also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement. The Underwriter hereby agrees to file the Official Statement with the MSRB or any nationally recognized municipal securities information repository designated by the Securities and Exchange Commission. For purposes of this Purchase ContractAgreement, the “end End of the underwriting periodUnderwriting Period” is used as defined in the Rule 15c2-12 and shall occur on the later of (a) the date of Closing or (b) when the Underwriter no longer retains an unsold balance of the Series 2022 CertificatesD Bonds; unless otherwise advised in writing by the Underwriter on or prior to the Closing Date, or otherwise agreed to by the County School District, the Underwriter and the Underwriter, the County School District may assume that the end End of the underwriting period Underwriting Period is the Closing Date. The Underwriter hereby agrees to file the Official Statement with the MSRB or any other repository approved by the Securities and Exchange Commission no later than the Closing Date.

Official Statement. (a) The County by official action Borrower has delivered or will deliver to the Underwriter, without charge, in such quantities as the Underwriter has requested or may hereafter reasonably request, copies of the Preliminary Official Statement dated November , 2015 prepared with respect to the Bonds (the “Preliminary Official Statement”), the final Official Statement dated or to be dated November , 2015 prepared with respect to the Bonds (the “Official Statement”) and any amendments or supplements thereto. The Borrower will be responsible for any costs associated with printing and mailing and the Preliminary Official Statement and the Official Statement. (b) The Issuer and the Borrower acknowledge that the Underwriter is required to comply with the requirements of Rule 15c2-12 of the Securities Exchange Act of 1934 (the “Rule”) in connection with the offer and sale of the Bonds and each agrees to cooperate (at the cost and expense of the Borrower) with the Underwriter so as to enable the Underwriter to comply with the Rule. To this end, the Borrower has delivered to the Underwriter the Preliminary Official Statement that the Borrower deemed final as of its governing board has approved date, except for the omission of no more than the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, other terms of the Bonds depending on such matters and the identity of the Underwriter. To evidence this, the Borrower will execute and deliver a certificate in the form attached as Exhibit C hereto. The Borrower, its partners and distribution all entities affiliated with the Borrower and its partners have complied with all of their previous continuing disclosure obligations under the Rule, if any (except to the extent described in the Preliminary Official Statement and the Official Statement). (c) The Issuer and the Borrower have authorized the delivery of the Preliminary Official Statement and the distribution execution and delivery of an the Official Statement (together with any amendment or supplement authorized Statement. The Issuer and the Borrower each hereby approve the use by the County, the “Official Statement”), consisting Underwriter of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, the Official Statement in connection with the approval public offering of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Los Angeles, Special Counsel to the County (“Special Counsel”), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, a Professional Corporation (”Disclosure Counsel”) and Bonds by the Underwriter, from time to time prior to the Closing Date . (hereinafter defined). d) The Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter Borrower will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail or electronic distribution (or other equally prompt means) not later than the first business day following the date upon which each such request is received. It is a condition of the offer of the Underwriter made hereby that the County deliver a reasonable number of copies supply sufficient quantities of the Official Statement (but in no event shall the County be obligated to pay for more than 20 copies), in a form deemed to be final for purposes of Rule 15c2-12, within seven (7) business days of the date hereof but no later than the date of Closing, as enable the Underwriter shall request in order to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). During the period ending on the 25th day after the end of the underwriting period (as defined below) (or such other period as may be agreed to by the County and the Underwriter), the County shall notify the Underwriter promptly if any event shall occur, or information comes to the attention of the County, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amendedi) to contain any untrue statement send a single copy of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the opinion of the Underwriter, such event requires the preparation and distribution of a supplement or amendment to the Official Statement, the County shall prepare and furnish to the Underwriter, at the County’s expense, such number of copies of the supplement or amendment to the Official Statement, in form and substance mutually agreed upon by the County and the Underwriter, as the Underwriter may reasonably request. For purposes of this Purchase Contract, the “end of the underwriting period” is used as defined in Rule 15c2-12 and shall occur on the later of (a) the date of Closing or (b) when the Underwriter no longer retains an unsold balance of the Series 2022 Certificates; unless otherwise advised in writing by the Underwriter on or prior to the Closing Date, or otherwise agreed to by the County and the Underwriter, the County may assume that the end of the underwriting period is the Closing Date. The Underwriter hereby agrees to file the Official Statement with the MSRB or any other repository approved by the Securities and Exchange Commission no later than the Closing Date.confirmation that requests