Establishment of Issue Price. (a) The Representative, on behalf of the Underwriters, agrees to assist the Issuer in establishing the issue price of the Notes and shall execute and deliver to the Issuer at Closing (as hereinafter defined) an “issue price” or similar certificate, together with the supporting pricing wire(s) 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 Representative, the Issuer and Bond Counsel (as hereinafter defined), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Notes. (b) The Issuer will treat the first price at which 10% of each maturity of the Notes (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). Exhibit A attached hereto sets forth, as of the date of this Purchase Agreement, the maturities of the Notes for which the 10% test has been satisfied (the “10% Test Maturities”) and the price or prices at which the Underwriters have sold such 10% Test Maturities to the public. As shown on Exhibit A, all of the maturities are 10% Test Maturities. (c) The Representative confirms that: (i) any agreement among underwriters, any selling group agreement and each third- party distribution agreement (to which the Representative is a party) relating to the initial sale of the Notes 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 third-party distribution agreement, as applicable: (A) (i) to report the prices at which it sells to the public the unsold Notes of each maturity allocated to it, whether or not the Closing Date (as hereinafter defined) has occurred, until either all Notes of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Notes of that maturity, provided that the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires, (B) to promptly notify the Representative of any sales of Notes that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Notes to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer, the Representative shall assume that each order submitted by an underwriter, dealer or broker-dealer is a sale to the public. (ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Notes to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Notes 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 Notes of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Notes of that maturity allocated to it have been sold or it is notified by the Representative or such underwriter or dealer that the 10% test has been satisfied as to the Notes of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative or such underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative or the Underwriter or the dealer and as set forth in the related pricing wires. (d) The Issuer acknowledges that, in making the representations set forth in this Section, the Representative will rely on (i) the agreement of each underwriter to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, 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 Notes to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Notes to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Notes, as set forth in the third-party distribution agreement and the related pricing wires. The Issuer further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, 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 third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering- price rule, if applicable to the Notes. (e) The Underwriters acknowledge that sales of any Notes to any person that is a related party to an Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Sources: Note Purchase Agreement
Establishment of Issue Price. (a) The Representative, on behalf of the Underwriters, agrees to assist the Issuer NVTC in establishing the issue price of the Notes 2022 Bonds and shall execute and deliver to the Issuer NVTC at Closing (as hereinafter defined) an “"issue price” " or similar certificate, together with the supporting pricing wire(s) or equivalent communications, substantially in the form attached hereto as Exhibit A4, 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 Representative, the Issuer NVTC and Bond Counsel (as hereinafter defined)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public (as defined below) of the Notes2022 Bonds. All actions to be taken by NVTC under this Section to establish the issue price of the 2022 Bonds may be taken on behalf of NVTC by NVTC's financial advisor identified in the Official Statement and any notice or report to be provided to NVTC may be provided to NVTC's financial advisor.
(b) The Issuer Except for the maturities set forth in Schedule A attached hereto, NVTC represents that it will treat the first price at which 10% ten percent of each maturity of the Notes 2022 Bonds (the “"10% test”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% testTest). Exhibit .
(c) The Representative confirms that the Underwriters have offered the 2022 Bonds to the public on or before the date of this Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule A attached hereto hereto, except as otherwise set forth therein. Schedule A also sets forth, as of the date of this Purchase Agreement, the maturities of the Notes 2022 Bonds, if any, for which the 10% test Test has not been satisfied and for which NVTC and the Representative, on behalf of the Underwriters, agrees that (i) the “Representative will retain all unsold 2022 Bonds of each maturity for which the 10% Test Maturities”has not been satisfied and not allocate any such 2022 Bonds to any other Underwriter and (ii) the restrictions set forth in the 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 2022 Bonds, the Representative will neither offer nor sell unsold 2022 Bonds of 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 and ending on the price or prices at 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 such at least 10% Test Maturities of that maturity of the 2022 Bonds to the public at a price that is no higher than the initial offering price to the public. As shown on Exhibit A, all of the maturities are 10% Test Maturities.
(cd) The Representative confirms that:
(i1) any agreement among underwritersUnderwriters, any selling group agreement and each third- third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Notes 2022 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 third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Notes 2022 Bonds of each maturity allocated to it, whether or not the Closing Date (as hereinafter defined) has occurred, it until either all Notes 2022 Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test Test has been satisfied as to the Notes 2022 Bonds of that maturity, provided that the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, 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 Representative and as set forth in the related pricing wires,, and
(B) to promptly notify the Representative of any sales of Notes 2022 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter (as defined below) participating in the initial sale of the Notes 2022 Bonds to the public (each such term being used as defined below)public, and
(C) to acknowledge that, unless otherwise advised by the underwriterUnderwriter, dealer or broker-dealer, the Representative shall assume that each order submitted by an underwriterthe Underwriter, dealer or broker-dealer is a sale to the public.
(ii2) any agreement among underwriters or Underwriters and any selling group agreement relating to the initial sale of the Notes 2022 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer Underwriter that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Notes 2022 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 Notes 2022 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, it until either all Notes 2022 Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such underwriter or dealer Underwriter that the 10% test Test has been satisfied as to the Notes 2022 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative or such underwriter or dealer, 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 Representative or the Underwriter or the dealer and as set forth in the related pricing wires.
(de) The Issuer NVTC acknowledges that, in making the representations set forth in this Sectionsection, the Representative will rely on (i) the agreement of each underwriter Underwriter to comply with the requirements for establishing the issue price of the Notes2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes2022 Bonds, as set forth in an agreement among underwriters Underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Notes 2022 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Notes2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes2022 Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Notes 2022 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Notes2022 Bonds, including, but not limited to, its agreement to comply with the hold- hold-the-offering-price rule, if applicable to the Notesapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The Issuer NVTC further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement to comply with its agreement regarding the requirements for establishing the issue price of the Notes2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes2022 Bonds, 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 third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Notes2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering- offering-price rule, if applicable to the Notes2022 Bonds.
(ef) The Underwriters acknowledge that sales of any Notes 2022 Bonds to any person that is a related party to an Underwriter underwriter participating in the initial sale of the 2022 Bonds to the public shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this section:
Appears in 1 contract
Sources: Bond Purchase Agreement
Establishment of Issue Price. (a) The Representative, Underwriter confirms that it has offered the Bonds to the public on behalf or before the date of this Bond Purchase Agreement at the Underwriters, offering prices set forth in Schedule II attached hereto. The Underwriter agrees to assist the Issuer in establishing the issue price of the Notes Bonds and shall execute and deliver to the Issuer at Closing (as hereinafter defined) an “issue price” or similar certificate, together with the supporting pricing wire(s) or equivalent communications, a certificate substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the RepresentativeUnderwriter, the Issuer and ▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., as Bond Counsel (as hereinafter defined)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the NotesBonds.
(b) The Issuer will treat the first price at which 10% of each maturity of the Notes 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 or bifurcated portion of that maturity will be subject to the 10% test). Exhibit A attached hereto sets forth, as of At or promptly after the date execution of this Bond Purchase Agreement, the maturities Underwriter shall report to the Issuer and Bond Counsel 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 Notes for Bonds, the Underwriter agrees to promptly report to the Issuer 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 “10% Test Maturities”) and the price Bonds of that maturity or prices at which the Underwriters until all Bonds of that maturity have been sold such 10% Test Maturities to the public. As shown on Exhibit A, all of the maturities are 10% Test Maturities.
(c) The Representative Underwriter confirms that:
(i) any agreement among underwriters, that any selling group agreement and each third- party any retail distribution agreement (to which the Representative is a party) relating to the initial sale of the Notes 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-broker- dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Notes of each maturity allocated to it, whether or not the Closing Date (as hereinafter defined) has occurred, until either all Notes of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Notes of that maturity, provided that the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires,
(B) to promptly notify the Representative of any sales of Notes that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Notes to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer, the Representative shall assume that each order submitted by an underwriter, dealer or broker-dealer is a sale to the public.
(ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Notes to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Notes 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 Notes Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Notes of that maturity allocated allotted to it have been sold or until it is notified by the Representative or such underwriter or dealer Underwriter that either the 10% test has been satisfied as to the Notes Bonds of that maturity, provided that, maturity or all Bonds of that maturity have been sold to the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative or such underwriter or dealer, public and (B) comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter or the dealer and as set forth in the related pricing wires.
(d) Underwriter. The Issuer acknowledges that, in making the representations representation set forth in this Sectionsubsection, the Representative Underwriter will rely on (i) the agreement of each underwriter to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, 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 Notes Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notesapplicable, 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 third-party retail distribution agreement that was employed in connection with the initial sale of the Notes Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold- hold-the-offering-price rule, if applicable to the Notesapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Issuer further acknowledges that each the Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, 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 third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with regarding the hold-the-offering- offering-price rule, if rule as applicable to the NotesBonds.
(ed) The Underwriters acknowledge Underwriter acknowledges that sales of any Notes Bonds to any person that is a related party to an the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Sources: Bond Purchase Agreement
Establishment of Issue Price. (a) The Representative, on behalf of the Underwriters, agrees to assist the Issuer in establishing the issue price of the Notes Bonds and shall execute and deliver to the Issuer at Closing (as hereinafter defineddefined herein) an “issue price” or similar certificate, together with the supporting pricing wire(s) wires or equivalent communications, substantially in the form attached hereto as Exhibit AAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Issuer and Bond Counsel (as hereinafter defineddefined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the NotesBonds.
(b) The [Except for the Hold-the-Price Maturities described in subsection (c) below and Appendix C attached hereto,] the Issuer will treat the first price at which 10% of each maturity of the Notes 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). Exhibit A Appendix C attached hereto sets forth, as of the date of this Purchase Agreement, forth the maturities of the Notes Bonds for which the 10% test has been satisfied as of the date of this Purchase Agreement (the “10% Test Maturities”) and the price or prices at which the Underwriters have sold such 10% Test Maturities to the public. As shown on Exhibit A, all of the maturities are 10% Test Maturities.
(c) The [With respect to the maturities of the Bonds that are not 10% Test Maturities, as described in Appendix C attached hereto (the “Hold-the-Price Maturities”), the Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each third- party distribution agreement (to which that the Representative is a party) relating to the initial sale Underwriters have offered such maturities of the Notes 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 third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells Bonds to the public on or before the unsold Notes date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Appendix C attached hereto. The Issuer and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply to the Hold-the-Price Maturities, which will allow the Issuer to treat the initial offering price to the public of each such maturity allocated to it, whether or not as of the Closing Date (sale date as hereinafter defined) has occurred, until either all Notes the issue price of that maturity allocated to it have been sold or it is notified by (the Representative that the 10% test has been satisfied “hold-the-offering-price rule”). So long as to the Notes of that maturity, provided that the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and (ii) to comply with the hold-the-offering-price rulerule remains applicable to any maturity of the Hold-the-Price Maturities, if applicable, if and for so long as directed by the Representative and as set forth in Underwriters will neither offer nor sell such maturity of the related pricing wires,
(B) Hold-the-Price Maturities to promptly notify the Representative of any sales of Notes that, to its knowledge, are made to person at a purchaser who price that is a related party to an underwriter participating in higher than the initial sale of the Notes offering price to the public (each such term being used as defined below), andduring the period starting on the sale date and ending on the earlier of the following:
(C1) 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 maturity of the Hold-the-Price Maturities to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer, public at a price that is no higher than the Representative shall assume that each order submitted by an underwriter, dealer or broker-dealer is a sale initial offering price to the public.
(ii) any agreement among underwriters or selling group agreement relating . The Representative shall promptly advise the Issuer when the Underwriters have sold 10% of that maturity of the Hold-the-Price Maturities to the public at a price that is no higher than the initial sale of the Notes offering price to the public, together with if that occurs prior to the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale close of the Notes to the public to require each broker-dealer that is a party to such third-party distribution agreement to fifth (A5th) report the prices at which it sells to the public the unsold Notes of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Notes of that maturity allocated to it have been sold or it is notified by the Representative or such underwriter or dealer that the 10% test has been satisfied as to the Notes of that maturity, provided that, the reporting obligation business day after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative or such underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative or the Underwriter or the dealer and as set forth in the related pricing wires.
(d) sale date. The Issuer acknowledges that, in making the representations representation set forth in this Sectionsubsection, the Representative will rely on (i) the agreement of each underwriter to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement Underwriter to comply with the hold-the-the- offering-price rule, if applicable to the Notes, 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 Notes Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-hold- the-offering-price rule, if applicable to the Notes, as set forth in a selling group agreement and the related pricing wires, and and
(iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party retail distribution agreement that was employed in connection with the initial sale of the Notes Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold- hold-the-offering-price rule, if applicable to the Notes, as set forth in the third-party retail distribution agreement and the related pricing wires. The Issuer further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, 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 third-party retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to comply Bonds.]
(d) 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 Bonds to the public, together with the requirements for establishing the issue price related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the Notesselling group, includingand each broker-dealer that is a party to such retail distribution agreement, but not limited toas applicable, its agreement to (A) report the prices at which it sells to the public the unsold Bonds of any maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to Bonds of that maturity or all Bonds of that maturity have been sold to the public, and (B) comply with the hold-the-offering- offering-price rule, if applicable 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 Notesinitial sale of 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 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 Underwriter that either the 10% test has been satisfied as to 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 Underwriter and as set forth in the related pricing wires.
(e) The Underwriters acknowledge that sales of any Notes Bonds to any person that is a related party to an Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Sources: Bond Purchase Agreement
Establishment of Issue Price. Notwithstanding any provision of this Purchase Contract to the contrary, the following provisions related to the establishment of the issue price of the Bonds apply:
(a) The Representative, on behalf of the Underwriters, Representative agrees to assist the Issuer in establishing the issue price of the Notes Bonds and shall execute and deliver to the Issuer at Closing (as hereinafter defined) an “issue priceprice certificate” or similar certificate, together with the supporting pricing wire(s) or equivalent communications, in a form substantially in similar to the form certificate attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Issuer and Bond Counsel (as hereinafter defined)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the NotesBonds.
(b) The Except as otherwise set forth in Schedule II attached hereto, the Issuer will treat the first price at which 10% of each maturity of the Notes 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). Exhibit A attached hereto sets forth, as of At or promptly after the date execution of this Purchase AgreementContract, the maturities of Representative shall report to the Notes for which the 10% test has been satisfied (the “10% Test Maturities”) and Issuer the price or prices at which the Underwriters have Representative has sold such 10% Test Maturities to the public. As shown on Exhibit A, all of the maturities are 10% Test Maturities.
(c) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each third- party distribution agreement (to which the Representative is a party) relating to the initial sale of the Notes 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 third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public each separate CUSIP Number within a maturity of the unsold Notes of each maturity allocated to it, whether or not the Closing Date (as hereinafter defined) has occurred, until either all Notes of Bonds. If at that maturity allocated to it have been sold or it is notified by the Representative that time the 10% test has not been satisfied as to the Notes of that maturity, provided that the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request any maturity of the Representative, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires,
(B) to promptly notify the Representative of any sales of Notes that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Notes to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealerBonds, the Representative shall assume that each order submitted by an underwriteragrees to promptly, dealer or broker-dealer is a sale but no more than three business days, report to the public.
(ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Notes to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Notes to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report Issuer the prices at which it sells the Bonds of that maturity have been sold by the Representative to the public the unsold Notes of each maturity allocated to itpublic. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either all Notes of that maturity allocated to it have been sold or it is notified by the Representative or such underwriter or dealer that the 10% test has been satisfied as to the Notes Bonds of that maturitymaturity or until all Bonds of that maturity have been sold to the public.
(c) The Representative confirms that it has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), provided thator at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule II sets forth, as of the date of this Purchase Contract, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Issuer and the Representative or agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such underwriter or dealer, and maturity as of the sale date as the issue price of that maturity (B) comply with the “hold-the-offering-price rule”). So long as the hold-the-offering-price rulerule remains applicable to any maturity of the Bonds, the Representative will neither offer nor sell unsold Bonds of 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 and ending on the earlier of the following:
(i) the close of the fifth business day after the sale date; or
(ii) the date on which the Representative have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Representative shall promptly advise the Issuer when the Representative have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if applicable, if and for so long as directed by that occurs prior to the Representative or close of the Underwriter or fifth business day after the dealer and as set forth in the related pricing wires.
(d) sale date. The Issuer acknowledges that, in making the representations representation set forth in this Sectionsubsection, the Representative will rely on (i) the agreement of each underwriter to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, 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 Notes Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing hold-the-offering-price rule, as set forth in a selling group agreement and the issue price related pricing wire(s); and (ii) in the event that the Representative is a party to a retail distribution agreement that was employed in connection with the initial sale of the NotesBonds to the public, including, but not limited to, its the agreement of each broker- dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Notes to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Notes, as set forth in the third-party retail distribution agreement and the related pricing wireswire(s). The Issuer further acknowledges that each Underwriter the Representative shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, rule and that no Underwriter the Representative 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 third-party retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to comply the Bonds.
(d) The Representative confirms that any selling group agreement and each retail distribution agreement (to which the Representative are a party) relating to the initial sale of the Bonds to the public, together with the requirements for establishing related pricing wire(s), contains or will contain language obligating the issue price Representative, each dealer who is a member of the Notesselling group, includingand each broker-dealer that is a party to such retail distribution agreement, but not limited toas applicable, its agreement to (i) 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 (ii) comply with the hold-the-offering- offering-price rule, if applicable to applicable, in each case if and for so long as directed by the Notes.Representative and as set forth in the related pricing wire(s), and
(e) The Underwriters acknowledge Representative acknowledges that sales of any Notes Bonds to any person that is a related party to an Underwriter the Representative shall not constitute sales to the public for purposes of this section. Further, for purposes of this sectionSection:
Appears in 1 contract
Sources: Bond Purchase Contract