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<br />-3- <br />selected dealers who are members of the Financial Industry Regulatory Authority and who <br />agree to resell the Bonds to the public on terms consistent with this Bond Purchase Agreement, <br />and the Underwriter reserves the right to change such offering prices or yields as the <br />Underwriter shall deem necessary in connection with the marketing of the Bonds and to offer <br />and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment <br />trusts) and others at prices lower than the initial offering prices or at yields higher than the <br />initial yields set forth on Exhibit A attached hereto. The Underwriter also reserves the right to <br />over-allot or effect transactions that stabilize or maintain the market price of the Bonds at a level <br />above that which might otherwise prevail in the open market and to discontinue such <br />stabilizing, if commenced, at any time. None of such activities shall affect the principal <br />amounts, maturity dates, interest rates, redemption or other provision of the Bonds or the <br />amount to be paid by the Underwriter to the Successor Agency for the Bonds. <br /> <br />3. Establishment of Issue Price. <br /> <br />(a) The Underwriter agrees to assist the Successor Agency in establishing the issue price <br />of the Bonds and shall execute and deliver to the Successor Agency on the Closing Date an <br />“issue price” or similar certificate substantially in the form attached hereto as Exhibit B, with <br />such modifications as may be appropriate or necessary, in the reasonable judgment of the <br />Underwriter, the Successor Agency and Bond Counsel, to accurately reflect, as applicable, the <br />sales price or prices or the initial offering price or prices to the public of the Bonds. <br /> <br />(b) The Successor Agency will treat the first price at which 10% of each maturity of the <br />Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different <br />interest rates apply within a maturity, each separate CUSIP number within that maturity will be <br />subject to the 10% test). If the 10% test has not been satisfied as to any maturity of the Bonds, the <br />Underwriter agrees to promptly report to the Successor Agency or to the Successor Agency’s <br />municipal advisor the prices at which it sells Bonds of that maturity to the public. That <br />reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% <br />test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have <br />been sold to the Public. <br /> <br />(c) The Underwriter confirms that any selling group agreement and any retail <br />distribution agreement relating to the initial sale of the Bonds to the public, together with the <br />related pricing wires, contains or will contain language obligating each dealer who is a member <br />of the selling group and each broker-dealer that is a party to such retail distribution agreement, <br />as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each <br />maturity allotted to it until it is notified by the Underwriter that either the 10% test has been <br />satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the <br />public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for <br />so long as directed by the Underwriter. The Successor Agency acknowledges that, in making <br />the representation set forth in this subsection, the Underwriter will rely on (i) in the event a <br />selling group has been created in connection with the initial sale of the Bonds to the public, the <br />agreement of each dealer who is a member of the selling group to comply with the hold-the- <br />offering-price rule, if applicable, as set forth in a selling group agreement and the related <br />pricing wires, and (ii) in the event that a retail distribution agreement was employed in <br />connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer <br />that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, <br />as set forth in the retail distribution agreement and the related pricing wires. The Successor <br />Agency further acknowledges that the Underwriter shall not be liable for the failure of any <br />dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail <br />distribution agreement, to comply with its corresponding agreement regarding the hold-the- <br />offering-price rule as applicable to the Bonds. <br /> <br />489