Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City and Bond 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 and the City under this Section 3 to establish the issue price of the Bonds may be taken on behalf of the Authority and the City by the City’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City may be provided to the City’s municipal advisor.
(b) The Authority and the City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Authority and the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and the City the prices at which it sells the unsold Bonds of that maturity 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 to the public.
(c) The Underwriter confirms that any selling group agreement and any retail distribution 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 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 Underwriter that either the 10% t...
Establishment of Issue Price. The provisions for the determination of “issue price” under IRS Regulation 1.148-1 shall be contained in a written addendum to this Agreement to be executed not later than the sale date of the Bonds. Such addendum shall be in form and substance acceptable to the Underwriter, the Issuer and Bond Counsel.
Establishment of Issue Price. In accordance with Section VI, we shall take such actions as may be necessary, on behalf of the Underwriters participating in the Account, to assist the Issuer in establishing the issue price of the Securities, including the execution and delivery to the Issuer of an “issue price” or similar certificate in form and substance satisfactory to us.
Establishment of Issue Price. In accordance with Section VI, you agree to assist in establishing the issue price of the Securities in order to permit us to make, on behalf of the Underwriters participating in the Account, any required issue price certifications to the Issuer and bond counsel with respect to the Securities. Upon request, you agree to provide certifications as to matters relating to the establishment of the issue price of the Securities to the Issuer, bond counsel and us. You further agree to promptly notify us of (i) any sales of Securities that, to your knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (such terms are used as defined in Section VI) and (ii) any failure on your part, or, to your knowledge, on the part of any participant in a third-party distribution network that you have established, to comply with the requirements for establishing issue price of the Securities as set forth in Section VI below.
Establishment of Issue Price. For purposes of this section the following definitions shall apply:
Establishment of Issue Price. (a) The Underwriter agrees to assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing an "issue price" or similar certificate, substantially in the form attached hereto as Exhibit FE, together with the supporting pricing wires or equivalent communications, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) The Issuer represents that it will treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of the Bonds.
Establishment of Issue Price. [If competitive bid rule is satisfied on sale day:]
(A) The Underwriter agrees to assist the District in establishing the issue price of the Notes and shall execute and deliver to the District at the Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the District, and bond counsel. All actions to be taken by the District under this section to establish the issue price of the Notes may be taken on behalf of the District by the District’s municipal advisor, Government Financial Strategies inc. (the “Municipal Advisor”) and any notice or report to be provided to the District may be provided to the Municipal Advisor.
(B) The District intends that the provisions of Treasury Regulations Section 1.1.48- 1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Notes will apply to the initial sale of the Notes (the “competitive sale requirements”) because:
(1) the District disseminated a draft of this Note Purchase Agreement, along with other terms and conditions related to the sale (the “note sale materials”), to potential underwriters in a manner that was reasonably designed to reach potential underwriters;
(2) all bidders had an equal opportunity to bid;
(3) the District received bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and
(4) the District is awarding the sale of the Notes to the Underwriter based upon its firm offer to purchase the Notes at the highest price (or lowest interest cost), as set forth in the note sale materials.
(C) The Underwriter represents that its bid was prepared on the assumption that the issue price of the Notes will be the reasonably expected initial offering price to the public. [If competitive bid rule is not satisfied on sale day; apply 10% / hold-the-price rule:]
(A) The Underwriter agrees to assist the District in establishing the issue price of the Notes and shall execute and deliver to the District at the Closing (as defined below) 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 Notes, together with the supporting pricing wires or equivalent...
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, substantially in the form attached as an exhibit to the Non-Arbitrage Certificate of the Authority and the City, together with the supporting pricing wires or equivalent communications, with modifications to such certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) The Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test).
(c) The Underwriter has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the final official statement. As of the sale date, the 10% test has been satisfied for all maturities of the Bonds.]
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Establishment of Issue Price. Certain capitalized terms used in this paragraph have the meanings assigned in Exhibit D attached hereto.
(a) The Underwriter agrees to assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer on the Closing Date an “issue price” or similar certificate, together with any applicable supporting pricing wires, substantially in the form attached hereto as Exhibit D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices of the Bonds to the Public. All actions to be taken by the Issuer under this section may be taken on behalf of the Issuer by the Issuer’s municipal advisor, if any, identified herein and any notice or report to be provided to the Issuer may be provided to the Issuer’s municipal advisor.
(b) The Underwriter has offered the Bonds to the Public on or before the date of this Bond Purchase Agreement at the specified offering price (the “initial offering price”) for each Maturity of the Bonds, or at the corresponding yield or yields, set forth in Schedule I attached hereto.
(c) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the Public for purposes of this section. Further, for purposes of this section:
Establishment of Issue Price. References to Bonds in this Section 11 do not include the Federally Taxable Maturity.
