Common use of Determination of Issue Price Clause in Contracts

Determination of Issue Price. (a) The Representative shall assist the Authority in establishing the issue price of the Bonds in accordance with certain requirements of the Internal Revenue Code of 1986, as amended, and shall execute and deliver to the Authority (such date of execution and delivery, the “Closing Date”) an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in one of the forms attached hereto as Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Authority and Bond Counsel. All actions to be taken by the Authority under this Section 5 to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority's municipal advisor identified herein and any notice or report to be provided to the Authority may be provided to the Authority's municipal advisor. (b) The Authority intends to treat the first single price at which 10% of each Maturity of the Bonds is sold to the public (the “10% Test”) as the issue price of that Maturity EXCEPT any Maturity of the Bonds identified by the Representative on the Sale Date as a hold- the-offering-price Maturity (each, a “HTP Maturity”) each of which will be subject to the “Hold- the-Offering-Price Rule” further described in subsection (d) below and for which the initial offering price to the public as of the Sale Date will be the issue price of that HTP Maturity. (c) The Representative shall provide the Authority, prior to execution of this Bond Purchase Agreement, with a schedule substantially in the form of Appendix D hereto, which identifies maturities of the Bonds that satisfy the 10% Test as of the date of sale, and any HTP Maturities which shall be subject to the Hold-the-Offering-Price Rule. For each Maturity of the Bonds that does not satisfy the 10% Test, except for any HTP Maturity identified by the Representative, the Representative agrees to promptly report to the Authority the prices at which the unsold Bonds of that Maturity have been sold to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% Test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold. (d) The Representative confirms (i) that the Underwriters have offered or will offer the Bonds to the public on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields and (ii) on behalf of the Underwriters participating in the purchase of the Bonds, for each HTP Maturity identified and confirmed by the Representative, that the Underwriters will neither offer nor sell unsold Bonds of any such HTP Maturity to which the Hold-the-Offering-Price Rule shall apply to any person at a price that is higher than the initial offering price to the public during the period starting on the Sale Date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the Sale Date; or (2) the date on which the Underwriters have sold at least 10% of that HTP Maturity to the public at a price that is no higher than the initial offering price to the public. The Representative shall promptly advise the Authority when the Underwriters have sold 10% of each HTP Maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the Sale Date. (e) The Authority acknowledges that, in making the representation set forth in (d) above, the Representative will rely on (i) the agreement of each Underwriter to comply with the Hold-the-Offering-Price Rule, as set forth in an agreement among Underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the Hold-the-Offering-Price Rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the Hold-the-Offering-Price Rule, as set forth in the retail distribution agreement and the related pricing wires. The Authority further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the Hold-the-Offering-Price Rule and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply with its corresponding agreement regarding the Hold-the-Offering-Price Rule as applicable to the Bonds. (f) The Representative confirms that: (1) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative and as set forth in the related pricing wires, and (2) any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative or the Underwriters that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriters and as set forth in the related pricing wires. (g) Sales of any Bonds to any person that is a Related Party to an Underwriter shall not constitute sales to the public for purposes of this Section 5. Further, for purposes of this Section 5:

Determination of Issue Price. (a) The Representative shall Underwriter agrees to assist the Authority City and the Agency in establishing the issue price of the Bonds in accordance with certain requirements of the Internal Revenue Code of 1986, as amended, and shall execute and deliver to the Authority (such date of execution City and delivery, the “Agency on the Closing Date”) Date an “issue price” or similar certificate setting forth certificate, substantially in the reasonably expected initial offering price to the public or the sales price or prices of the Bondsform attached hereto as Exhibit B, together with the supporting pricing wires or equivalent communications, substantially in one of the forms attached hereto as Appendix B, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the Authority Underwriter, the City and Bond Special Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority City and the Agency under this Section 5 to establish the issue price of the Bonds may be taken on behalf of the Authority City by the Authority's City’s municipal advisor identified herein and any notice or report to be provided to the Authority City may be provided to the Authority's City’s municipal advisor. (b) The Authority intends Except for the maturities set forth in in Schedule A to Exhibit B attached hereto, the City represents that it will treat the first single price at which 10% of each Maturity maturity of the Bonds is sold to the public (the “10% Test”) is sold to the public as the issue price of that Maturity EXCEPT any Maturity of the Bonds identified by the Representative on the Sale Date as maturity (if different interest rates apply within a hold- the-offering-price Maturity (eachmaturity, a “HTP Maturity”) each of which separate CUSIP number within that maturity will be subject to the “Hold- the-Offering-Price Rule” further described in subsection (d) below and for which the initial offering price to the public 10% Test). If, as of the Sale Date will be the issue price of that HTP Maturity. (c) The Representative shall provide the Authoritydate hereof, prior to execution of this Bond Purchase Agreement, with a schedule substantially in the form of Appendix D hereto, which identifies maturities of the Bonds that satisfy the 10% Test has not been satisfied as of the date of sale, and to any HTP Maturities which shall be subject to the Hold-the-Offering-Price Rule. For each Maturity maturity of the Bonds that does not satisfy for which the City has elected to utilize the 10% Test, except for any HTP Maturity identified by the Representative, the Representative Underwriter agrees to promptly report to the Authority City the prices at which the unsold Bonds of that Maturity maturity or maturities have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not continue until the Closing Date has occurred, until earlier of the date upon which the 10% Test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been soldmaturities or the Closing Date. (dc) The Representative Underwriter confirms (i) that the Underwriters have it has offered or will offer the Bonds to the public on or before the date of award this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields and (ii) on behalf yields, set forth in Schedule A to Exhibit B attached hereto, except as otherwise set forth therein. Schedule A to Exhibit B also sets forth, as of the Underwriters participating date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the City, the Agency and the Underwriter agree that the restrictions set forth in the purchase next sentence shall apply (the “hold-the-offering-price rule”). So long as the hold-the-offering- price rule remains applicable to any maturity of the Bonds, for each HTP Maturity identified and confirmed by the Representative, that the Underwriters Underwriter will neither offer nor sell unsold Bonds of any such HTP Maturity to which the Hold-the-Offering-Price Rule shall apply that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the Sale Date sale date and ending on the earlier of the following: (1i) the close of the fifth (5th) business day after the Sale Datesale date; or (2ii) the date on which the Underwriters have Underwriter has sold at least 10% of that HTP Maturity to the public at a price that is no higher than the initial offering price to the public. The Representative shall promptly advise the Authority when the Underwriters have sold 10% of each HTP Maturity maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the Sale Date. (ed) The Authority Underwriter confirms that: (i) any selling group agreement and each third-party distribution agreement (to which the Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third- party distribution agreement, as applicable: (A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires, and (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker- dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or such dealer that the 10% Test has been satisfied as to the Bonds of that maturity and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. The City acknowledges that, in making the representation representations set forth in (d) abovethis Section, the Representative Underwriter will rely on (i) the agreement of each Underwriter to comply with the Hold-the-Offering-Price Rule, as set forth in an agreement among Underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the Holdrequirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a retail third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the Holdrequirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-Offeringoffering-Price Ruleprice rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority Agency further acknowledges that each the Underwriter shall be solely liable for its failure to comply with its agreement regarding the Hold-the-Offering-Price Rule and that no Underwriter shall not be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail third-party distribution agreement agreement, to comply with its corresponding agreement regarding to comply with the Hold-the-Offering-Price Rule as applicable to requirements for establishing issue price of the Bonds. (f) The Representative confirms that: (1) any , including, but not limited to, its agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by applicable to the Representative and as set forth in the related pricing wires, andBonds. (2e) The Underwriter acknowledges that sales of any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter any person that is a related party to a retail distribution agreement to be employed an underwriter participating in connection with the initial sale of the Bonds to the public to require (each broker-dealer that is a party to such retail distribution agreement to (Aterm being used as defined below) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative or the Underwriters that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriters and as set forth in the related pricing wires. (g) Sales of any Bonds to any person that is a Related Party to an Underwriter shall not constitute sales to the public for purposes of this Section 5section. Further, for purposes of this Section 5Section:

Determination of Issue Price. (a) The Representative Underwriter agrees to make a bona fide public offering of all of the 2020-A Bonds at prices not in excess of the initial, respective public offering prices or at yields not lower than the initial, respective yields shown or derived from information shown on the inside cover of the Official Statement. [Except as set forth in subsection (d) below,] the Underwriter reserves the right to change such initial offering prices after such offering as they shall deem necessary in connection with the marketing of the 2020-A Bonds. (b) The Underwriter agrees to assist the Authority City in establishing the issue price of the 2020-A Bonds in accordance with certain requirements of the Internal Revenue Code of 1986, as amended, and shall execute and deliver to the Authority (such date of execution and delivery, the “City at Closing Date”) an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Bondscertificate, together with the supporting pricing wires or equivalent communications, substantially in one of the forms form attached hereto as Appendix BExhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Authority Underwriter, the City and Bond Counsel. All actions , to be taken by accurately reflect, as applicable, the Authority under this Section 5 sales price or prices or the initial offering price or prices to establish the issue price public of the Bonds may be taken on behalf of the Authority by the Authority's municipal advisor identified herein and any notice or report to be provided to the Authority may be provided to the Authority's municipal advisor2020-A Bonds. (bc) The Authority intends to treat [Except for the first single price at which 10% of each Maturity of the Bonds is sold to the public (the “10% Test”) as the issue price of that Maturity EXCEPT any Maturity of the Bonds identified by the Representative on the Sale Date as a hold- Hold-the-offering-price Maturity (each, a “HTP Maturity”) each of which will be subject to the “Hold- the-Offering-Price Rule” further Maturities described in subsection (d) below and for Schedule I attached hereto,] the City will treat the first price at which 10% of each maturity of the initial offering price 2020-A Bonds (the “10% test”) is sold to the public as of the Sale Date will be the issue price of that HTP Maturity. (c) The Representative shall provide the Authoritymaturity. Schedule I attached hereto sets forth, prior to execution of this Bond Purchase Agreement, with a schedule substantially in the form of Appendix D hereto, which identifies maturities of the Bonds that satisfy the 10% Test as of the date of salethis Purchase Contract, and any HTP Maturities which shall be subject to the Hold-the-Offering-Price Rule. For each Maturity maturities of the 2020-A Bonds that does not satisfy for which the 10% Test, except for any HTP Maturity identified by test has been satisfied (the Representative, “10% Test Maturities”) and the Representative agrees to promptly report to the Authority the price or prices at which the unsold Bonds of that Maturity have been underwriter has sold such 10% Test Maturities to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% Test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold. (d) The Representative [With respect to the maturities of the 2020-A Bonds that are not 10% Test Maturities, as described in Schedule I attached hereto (the “Hold-the-Price Maturities”), the Underwriter confirms (i) that it has offered such maturities of the Underwriters have offered or will offer the 2020-A Bonds to the public on or before the date of award this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields yields, set forth in Schedule I attached hereto. The City and (ii) on behalf the Underwriter agree that the restrictions set forth in the next sentence shall apply to the Hold-the-Price Maturities, which will allow the City to treat the initial offering price to the public of each such maturity as of the Underwriters participating in sale date as the purchase issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the 2020-A Bonds, for each HTP Maturity identified and confirmed by the Representative, that the Underwriters Underwriter will neither offer nor sell unsold Bonds any portion of any such HTP Maturity to which maturity of the Hold-the-Offering-Price Rule shall apply Maturities to any person at a price that is higher than the initial offering price to the public during the period starting on the Sale Date sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the Sale Datesale date; or (2) the date on which the Underwriters have Underwriter has sold at least 10% of that HTP Maturity maturity of the Hold-the-Price Maturities to the public at a price that is no higher than the initial offering price to the public. The Representative Underwriter shall promptly advise the Authority City when the Underwriters have it has sold 10% of each HTP Maturity that maturity of the Bonds Hold- the-Price Maturities to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the Sale Datesale date.] (e) The Authority City acknowledges that, in making the representation set forth in (d) abovethis subsection, the Representative Underwriter will rely on (i) the agreement of each Underwriter to comply with the Hold-the-Offering-Price Rule, as set forth in an agreement among Underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the 2020-A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the Holdhold-the-Offeringoffering-Price Ruleprice rule, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an the Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the 2020-A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the Holdhold-the-Offeringoffering-Price Ruleprice rule, as set forth in the retail distribution agreement and the related pricing wires. The Authority City further acknowledges that each the Underwriter shall be solely liable for its failure to comply with its agreement regarding the Holdhold-the-Offeringoffering-Price Rule price rule and that no Underwriter it shall not be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement agreement, to comply with its corresponding agreement regarding the Holdhold-the-Offeringoffering-Price Rule price rule as applicable to the 2020-A Bonds. (f) The Representative Underwriter confirms that: (1i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the Representative Underwriter is a party) relating to the initial sale of the 2020-A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriterunderwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold 2020-A Bonds of each maturity allotted to it until it is notified by the Representative Underwriter that either the 10% test has been satisfied as to the 2020-A Bonds of that maturity or all 2020-A Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative Underwriter and as set forth in the related pricing wires, and (2ii) any agreement among underwriters relating to the initial sale of the 2020-A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the 2020-A Bonds to the public to require each broker-broker- dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold 2020-A Bonds of each maturity allotted to it until it is notified by the Representative or the Underwriters Underwriter that either the 10% test has been satisfied as to the 2020-A Bonds of that maturity or all 2020-A Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriters Underwriter and as set forth in the related pricing wires. (g) Sales The Underwriter acknowledges that sales of any 2020-A Bonds to any person that is a Related Party related party to an Underwriter underwriter shall not constitute sales to the public for purposes of this Section 5section. Further, for purposes of this Section 5section: