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wires. The City further acknowledges that the Underwriter shall not be liable for the <br />failure of any dealer who is a member of a selling group, or of any broker-dealer that is a <br />party to a third -party distribution agreement, to comply with its corresponding agreement <br />regarding the hold -the -offering -price rule as applicable to the Bonds. <br />e. The Underwriter acknowledges that sales of any Bonds to any person that <br />is a related party to the Underwriter shall not constitute sales to the public for purposes <br />of this Section. Further, for purposes of this Section: <br />(i) "public" means any person other than an underwriter or a related <br />party, <br />(ii) "underwriter" means (A) any person that agrees pursuant to a <br />written contract with the City (or with the lead underwriter to form an underwriting <br />syndicate) to participate in the initial sale of the Bonds to the public and (B) any <br />person 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 Bonds to the public <br />(including 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 <br />underwriter if the underwriter and the purchaser are subject, directly or indirectly, <br />to (i) more than 50% common ownership of the voting power or the total value of <br />their stock, if both entities are corporations (including direct ownership by one <br />corporation of another), (ii) more than 50% common ownership of their capital <br />interests or profits interests, if both entities are partnerships (including direct <br />ownership by one partnership of another), or (iii) more than 50% common <br />ownership of the value of the outstanding stock of the corporation or the capital <br />interests or profit interests of the partnership, as applicable, if one entity is a <br />corporation and the other entity is a partnership (including direct ownership of the <br />applicable stock or interests by one entity of the other), and <br />(iv) "sale date" means the date of execution of this Agreement by all <br />parties. <br />5. Limited Offering Memorandum. <br />a. Delivery of Limited Offering Memorandum. The City previously has <br />delivered, or caused to be delivered, to the Underwriter the Preliminary Limited Offering <br />Memorandum for the Bonds dated January 7, 2019 (the "Preliminary Limited Offering <br />Memorandum"), in a "designated electronic format," as defined in the MSRB Rule G-32 <br />("Rule G-32"). The City will prepare, or cause to be prepared, a final Limited Offering <br />Memorandum relating to the Bonds (the "Limited Offering Memorandum") which will <br />be (i) dated the date of this Agreement, (ii) complete within the meaning of the United <br />States Securities and Exchange Commission's Rule 15c2-12, as amended ("Rule 15c2- <br />12"), (iii) in a "designated electronic format," and (iv) substantially in the form of the <br />most recent version of the Preliminary Limited Offering Memorandum provided to the <br />4158-2138-4984.4 <br />