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the purchase price of. the Notes as provided for in Section 1 of thin Note Purchase Agreement. The purchase price shall be paid by the Underwriters by wire transfer of immediately available funds to the Account. designated by the County and the Paying Agent. The Notes will be delivered to the Underwriter9 in reclin tered form in the denomination of $$5.001) each, unless otherwise r., -quested by the Underwriters at least two business days before Cloninq. to the event that temporary Notes are delivered, the County will deliver printed and executed definitive Notes no lea; than two woeks !subsequent to Closing. The Notes will b-+ available to the Undprwriterss for inspection Ansi pArkag.1riq at IeAnt 24 hnurn tn, tFnro Closing. F). qgpdts.tons- The Untpraett.pr•s anter into this Nota PurchAne Agreement in reliance up,rn the County'a representations, warranties and agreements herein An -i in the Resolutions and the pprf.ormanrer by the County of Its-)btigatIona hereunder and therpunder., all an of the dat« hrrrof and as of the Closing. Th'i Underwritpr.n' obiigatinnn .enter this tiote Purcha."o Arlreement ar'* and shalt by :1ubject to the following condittonrs: (A) The representations and warranties of the County contained herein shalt be true, complete and correct on the date hereof And on and as of the data of the Ct#):ning. an If made on the date of the Closinq. (b) At the Cloning, the Resolutions Miall be duly executed anti delivered And .shall be in full force and effect and :such inestrtsmentn And the Official Statement shall not have been Amended, modified or supplempntpd, except as may have been Agreed to in writing by the Underwrit:el-n, and the County shall have duly adopted and there shall by in full force and effect such resolutions rind ordinances an. in the opinion of Rhoads & Sinon (the "Bond Counsel"), shall be necessary in connection with the transactions contemplated hereby, by the Official Statement and by the Resolutions. (c) At the Closing, the Underwriters shall receive the following: (1) The Official Statement, and each supplement or amendment, if any, thereto, executed on behalf of the County by the Chairman of the Board of County Commissioners and the County Administrator-. (2) The Resolutions certified by the Chairman of the Board of County Commissioners or the Secretary of the County tinder its seal as having been duly adopted by the County and as