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#08 - 2023 Bonds
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#08 - 2023 Bonds
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A-10 <br />LA515-123-867394.v1 <br /> <br />(ISSUE PRICE CERTIFICATE – HOLD THE PRICE) <br /> <br />The undersigned, for and on behalf of [NAME OF PURCHASER/REPRESENTATIVE] (the <br />[“Purchaser”] [“Representative,” on behalf of itself and other underwriters listed below (collectively, the <br />“Underwriting Group”))],, with respect to the sale and issuance of the General Obligation Improvement <br />and Utility Revenue Bonds, Series 2023A (the “Bonds”), by the City of Lake Elmo, Minnesota (the <br />“Issuer”), in the original aggregate principal amount of $____________, certifies as follows: <br /> <br />1. Initial Offering Price for the Bonds. <br /> <br />(a) The [Purchaser] [Underwriting Group] offered each Maturity of the Bonds to the Public <br />for purchase at the respective initial offering prices listed in EXHIBIT A attached hereto (the “Initial <br />Offering Prices”). A copy of the pricing wire or equivalent communication for the Bonds is attached <br />hereto as EXHIBIT A. Capitalized terms used herein that are otherwise not defined shall have the <br />meanings assigned to such terms in Section 5 hereof. <br /> <br />(b) As set forth in the Notice of Sale and the bid award, the [Purchaser has] [members of the <br />Underwriting Group have] agreed in writing that, (i) for each Maturity of the Bonds, [it] [they] would <br />neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the <br />Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “Hold-the- <br />Offering-Price Rule”), and (ii) any selling group agreement shall contain the agreement of each dealer <br />who is a member of the selling group, and any retail distribution agreement shall contain the agreement of <br />each broker-dealer who is a party to the retail distribution agreement, to comply with the Hold-the- <br />Offering-Price Rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the <br />Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds <br />during the Holding Period. <br /> <br /> 2. Purchase Price. The [Purchaser] [Representative] acknowledges that it is purchasing the <br />Bonds for an aggregate purchase price of $_______________ (par amount of Bonds of $__________, <br />plus original issue premium of $_______, less original issue discount of $________, less [a Purchaser’s] <br />[an underwriter’s] discount of $________). <br /> <br /> 3. Receipt of Bonds. The undersigned hereby acknowledges receipt of $_________ in <br />original aggregate principal amount of the Bonds from the Issuer, fully executed and authenticated. <br /> <br /> 4. Representations. The representations set forth in this Certificate of Purchaser (the <br />“Certificate”) are limited to factual matters only. Nothing in this Certificate represents the interpretation <br />by the [Purchaser] [Representative] of any laws, including specifically Sections 103 and 148 of the <br />Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The <br />undersigned understands that the foregoing information will be relied upon by: (i) the Issuer with respect <br />to certain of the representations set forth in a tax certificate of the Issuer executed on the date hereof with <br />respect to compliance with the federal income tax rules affecting the Bonds; and (ii) Kennedy & Graven, <br />Chartered, in connection with rendering its opinion that the interest on the Bonds is excluded from gross <br />income for federal income tax purposes, the preparation of Information Return for Tax-Exempt <br />Governmental Bonds, Form 8038-G, and other federal income tax advice that it may give to the Issuer <br />from time to time relating to the Bonds. <br /> <br /> 5. Defined Terms. <br /> <br /> (a) “Holding Period” means, with respect to each Maturity of the Bonds, the period starting <br />on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or
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