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130 <br /> offering price to the public during the period starting on the sale date and ending on the earlier of the <br /> following: <br /> (1) the close of the fifth(5"`)business day after the sale date; or <br /> (2) the date on which the Underwriters have sold at least 10%of that maturity <br /> of the 2024A Bonds to the public at a price that is no higher than the initial <br /> 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 2024A Bonds to the public at a price that is no higher than the initial offering price to the <br /> public, 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 2024A Bonds to the public,together <br /> with the related pricing wires, contains or will contain language obligating each underwriter, each dealer <br /> who 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 2024A Bonds of <br /> each maturity allotted to it until it is notified by Baird that either the 10% test has been satisfied as to the <br /> 2024A Bonds of that maturity or all 2024A Bonds of that maturity have been sold to the public and (B) <br /> comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by <br /> Baird. The County acknowledges that, in making the representation set forth in this subsection,Baird will <br /> rely on (i) in the event a selling group has been created in connection with the initial sale of the 2024A <br /> Bonds to the public,the agreement of each dealer who is a member of the selling group to comply with the <br /> hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing <br /> wires, and(ii) in the event that a retail distribution agreement was employed in connection with the initial <br /> sale of the 2024A Bonds to the public,the agreement of each broker-dealer that is a party to such agreement <br /> to comply with the hold-the-offering-price rule,if applicable,as set forth in the retail distribution agreement <br /> and the related pricing wires. The County further acknowledges that the Underwriters shall not be liable <br /> for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a <br /> retail distribution agreement,to comply with its corresponding agreement regarding the hold-the-offering- <br /> price rule as applicable to the 2024A Bonds. <br /> (e) The Underwriters acknowledge that sales of any 2024A Bonds to any person that <br /> is a 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 with <br /> the County (or with the lead underwriter to form an underwriting syndicate) to <br /> participate in the initial sale of the 2024A Bonds to the public and(B) any person <br /> that agrees pursuant to a written contract directly or indirectly with a person <br /> described in clause (A)to participate in the initial sale of the 2024A Bonds to the <br /> public (including a member of a selling group or a party to a retail distribution <br /> agreement participating in the initial sale of the 2024A Bonds to the public), <br /> iii. a purchaser of any of the 2024A Bonds is a"related party"to an underwriter if the <br /> underwriter and the purchaser are subject, directly or indirectly,to(i)at least 50% <br /> common ownership of the voting power or the total value of their stock, if both <br /> entities are corporations (including direct ownership by one corporation of <br /> -3- <br />