Obligation of the Underwriters for Purposes of Uruguayan Law Sample Clauses

Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Head of Debt Management Office The foregoing Agreement is hereby confirmed and accepted as of the date hereof ABN AMRO INCORPORATED By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director SCHEDULE I Underwriting Agreement dated: June 21, 2007 Indenture: Indenture, dated as of May 29, 2003, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York, as trustee. The Underwriters and their addresses: ABN AMRO Incorporated 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 XXX Attention: Fixed Income Capital Markets – Latin America Fax: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 XXX Attention: Latin America Debt Capital Markets Fax: (000) 000-0000 Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 3.70% UI Bonds due 2037 Ps. 11,933,750,000 June 26, 2007 June 26 and December 26 of each year, beginning December 26, 2007, with a final interest payment on the maturity date June 26, 2037 Payment of Principal: Principal, as adjusted to reflect Uruguayan inflation from June 26, 2007 to its repayment date, will be made in three equal installments on June 26, 2035, June 26, 2036 and at maturity. Principal will be converted to and payment of principal will be made in United States dollars. For this purpose, the calculation agent will multiply the outstanding principal ...
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Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein.
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Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 17(a) hereof under the laws of the Republic, the Underwriters and the Republic hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c) hereof, to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic and the Underwriters. Very truly yours, REPÚBLICA ORIENTAL DEL URUGUAY By: /s/ Xxxxxxx Arbeleche Name: Xxxxxxx Arbeleche Title: Debt Management Unit Director Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date hereof CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director, Latin America Credit Markets HSBC SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President Underwriting Agreement SCHEDULE I Underwriting Agreement dated: December 5, 2011 Indenture: Indenture, dated as of May 29, 2003, among República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent, and The Bank of New York Mellon (formerly The Bank of New York), as trustee. The Underwriters and their addresses: CITIGROUP GLOBAL MARKETS INC. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 Xxxxxx Xxxxxx of America Fax No: 000-000-0000 Attention: General Counsel HSBC SECURITIES (USA) INC. 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Fax No: 000-000-0000 Attention: Transaction Management Group Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: 4.375% UI Global Bonds due 2028 Ps.19,906,000,000.00 December 15, 2011 June 15 and December 15 of each year, beginning June 15, 2012, with a final interest payment on the maturity date December 15, 2028 Payment of Principal: Principal will be repaid in three nominally equal installments on December 15, 2026, December 15, 2027 and at maturity. The nominal principal amount repaid in each installment will be adjusted to reflect Uruguayan inflation from the Closing Date to the applicable repayment date and will be converted t...
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Obligation of the Underwriters for Purposes of Uruguayan Law. In order to give effect to Section 16(a) hereof under the laws of the Republic, the Underwriters, the Republic and Banco Central hereby acknowledge that the primary obligation arising under this Agreement is the obligation on the part of the Underwriters to disburse the Purchase Price, subject to the adjustments referred to in Section 9(c), to or for the account of the Republic on the Closing Date against delivery of the Securities, subject to the terms and conditions set forth herein. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Republic and Banco Central a counterpart hereof, whereupon this instrument will become a binding agreement among the Republic, Banco Central, as financial agent for the Republic, and the Underwriters. Very truly yours, REPUBLICA ORIENTAL DEL URUGUAY By: Name: Title: By: Name: Title: 10 XXXXX XXXXXXX XXX XXXXXXX By: Name: Title: By: Name: Title: Accepted, on behalf of themselves, and as Representatives of the Underwriters whose names are set forth on Schedule II hereto: [ ] [ ] for themselves and as Representatives for the other several Underwriters By: Name: Title: By: Name: Title: SCHEDULE I Underwriting Agreement dated: Indenture: Indenture dated as of [ ], [ ] between República Oriental del Uruguay, as Issuer, Banco Central del Uruguay, as Financial Agent and [ ], as trustee Representative(s) and address(es): Title and description of Securities: Title: Aggregate principal amount: Interest payable from: Interest payment dates: Maturity date: Redemption provisions: Currency of payment: Form(s) and denomination(s): Other provisions: Purchase price to Underwriters: Initial public offering price: Manner of payment: [Wire transfer of immediately available funds] Closing Date, time and location: [Listing: [ ] Stock Exchange] SCHEDULE II Underwriter Securities SCHEDULE III Selling Restrictions
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Related to Obligation of the Underwriters for Purposes of Uruguayan Law

  • Indemnification of the Underwriters The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

  • Indemnification of the Underwriters by the Company The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.

  • Indemnification of the Underwriter The Company agrees to indemnify and hold harmless the Underwriter, its officers and employees, and each person, if any, who controls the Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 497 and Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; or (v) any act or failure to act or any alleged act or failure to act by the Underwriter in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct; and to reimburse the Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Underwriter) as such expenses are reasonably incurred by the Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Indemnification of the Underwriter by the Company The Company agrees to indemnify and hold harmless the Underwriter, its Affiliates, directors, officers, employees and agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, all reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Road Show, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

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