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98 <br /> (1) the close of the fifth(5th)business day after the sale date; or <br /> (2) the date on which the Underwriters have sold at least 10% of that <br /> maturity of the Bonds to the public at a price that is no higher than the <br /> initial offering price to the public. <br /> The Underwriters shall promptly advise the County when the Underwriters have sold 10% of that <br /> maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, <br /> if that occurs prior to the close of the fifth(5th)business day after the sale date.] <br /> (d) Baird confirms that any selling group agreement and any retail distribution <br /> agreement (to which Baird is a party) relating to the initial sale of the Bonds to the public, together with <br /> the related pricing wires, contains or will contain language obligating each underwriter, each dealer who <br /> is a member of the selling group and each broker-dealer that is a party to such retail distribution <br /> agreement, 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 Baird that either the 10%test has been satisfied as to the Bonds <br /> of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold- <br /> the-offering-price rule, if applicable, in each case if and for so long as directed by the Baird. The County <br /> acknowledges that, in making the representation set forth in this subsection, Baird will rely on (i) in the <br /> event a 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-offering-price <br /> rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the <br /> event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to <br /> the public,the agreement of each broker-dealer that is a party to such agreement to comply with the hold- <br /> the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related <br /> pricing wires. The County further acknowledges that the Underwriters shall not be liable for the failure of <br /> any 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-offering-price <br /> rule as applicable to the Bonds. <br /> (e) The Underwriters acknowledge that sales of any Bonds to any person that is a <br /> related party to either of the Underwriters shall not constitute sales to the public for purposes of this <br /> section. Further, for purposes of this section: <br /> i. "public"means any person other than an underwriter or a related party, <br /> ii. "underwriter" means (A) any person that agrees pursuant to a written contract <br /> with the County(or with the lead underwriter to form an underwriting syndicate) <br /> to participate in the initial sale of the Bonds to the public and(B) any person that <br /> agrees pursuant to a written contract directly or indirectly with a person described <br /> in clause (A)to participate in the initial sale of the Bonds to the public (including <br /> a member of a selling group or a party to a retail distribution agreement <br /> participating in the initial sale of the Bonds to the public), <br /> iii. a purchaser of any of the Bonds is a "related party" to an underwriter if the <br /> underwriter and the purchaser are subject, directly or indirectly, to (i) at least <br /> 50% common ownership of the voting power or the total value of their stock, if <br /> both entities are corporations (including direct ownership by one corporation of <br /> another), (ii) more than 50% common ownership of their capital interests or <br /> profits interests, if both entities are partnerships (including direct ownership by <br /> one partnership of another), or (iii) more than 50% common ownership of the <br /> -3- <br />