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1989-042
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1989-042
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6/25/2021 1:27:48 PM
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correct and complete in all material respects and the <br />Official Statement does not and will not omit any statement <br />or information that is necessary to make the statements and <br />information therein, in the light of the circumstances under <br />which they were made, not misleading in any material respect; <br />(b) The Issuer is and will be at the date of Closing, <br />a duly organized and existing County under the laws of the <br />State of Florida (the "State"); <br />(c) In accordance with the Act, (i) the Issuer has <br />full legal right, power and authority (1) to approve and <br />deliver the Preliminary Official Statement and to enter <br />into, execute and deliver this Agreement, the Resolution and <br />the Official Statement, (2) to sell, issue and deliver the <br />Bonds to the Underwriter as provided herein, and (3) to <br />carry out and consummate the transactions contemplated by <br />this Agreement, the Resolution, and the Official Statement; <br />and (ii) the Issuer has complied with, and will at the <br />Closing be in compliance in all respects with, the terms of <br />the Act and the Resolution and with the obligations on its <br />part contained in the Resolution, the Bonds and this <br />Agreement; <br />(d) When delivered to and paid for by the Underwriter <br />at the Closing in accordance with the provisions of this <br />Agreement, the Bonds will have been duly authorized, <br />executed, issued and delivered and will constitute valid <br />obligations of the Issuer, in conformity with, and entitled <br />to the benefit and security of, the Act and the Resolution; <br />(e) The adoption of the Resolution and the <br />authorization, execution and delivery of this Agreement, as <br />described in the Official Statement, and compliance with the <br />provisions thereof under the circumstances contemplated <br />hereby, will not in any material respect conflict with or <br />constitute on the part of the Issuer a breach of or default <br />under any agreement or other instrument to which the Issuer <br />is a party (including, without limitation, other resolutions <br />adopted by the Issuer and any loan agreements or similar <br />documents between the Issuer and the Farmers Home <br />Administration, United States Department of Agriculture <br />("FmHA")) or any existing law, ordinance, administrative <br />regulation, court order or consent decree to which the <br />Issuer is subject; <br />(f) The Issuer will furnish such information, execute <br />such instruments and take such other action in cooperation <br />with the Underwriter as the Underwriter may reasonably <br />request in order (i) to qualify the Bonds for offer and sale <br />under the Blue Sky or other securities laws and regulations <br />of such states and other jurisdictions of the United States <br />of America as the Underwriter may designate and (ii) to <br />determine the eligibility of the Bonds for investment under <br />
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