Agreement of the Underwriter. (a) The Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172 under the Act, it will include in every confirmation sent out by the Underwriter the notice required by Rule 173 under the Act, informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a Person who receives a confirmation, the Underwriter shall deliver a paper copy of such Prospectus to such Person; and (iii) if an electronic copy of the Prospectus is delivered by the Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to the Underwriter by or on behalf of the Depositor specifically for use by the Underwriter pursuant to this Section 9; for example, if the Prospectus is delivered to the Underwriter by or on behalf of the Depositor in a single electronic file in a read-only format, then the Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in read-only format. The Underwriter further agrees that if it delivers to an investor the Prospectus in read-only format, upon the Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, the Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus. (b) Prior to the Closing Date, the Underwriter shall notify GECC and the Depositor of the time of the first Contract of Sale to which the Supplement relates. (c) The Underwriter represents and agrees that it did not enter into any commitment to sell any Offered Notes prior to the Time of Sale, it did not enter into any Contract of Sale for any Offered Notes prior to the Time of Sale and, without limiting the foregoing, it did not enter into a Contract of Sale with an investor in the Offered Notes prior to the delivery of the Prospectus to such investor. (d) If the Depositor, GECC or the Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Act) or oral statement (when considered in conjunction with all information conveyed at the time of the Contract of Sale) made or prepared by the Depositor or the Underwriter contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, either the Depositor or the Underwriter may prepare corrective information, with notice to the other party and the Underwriter shall deliver such information in a manner reasonably acceptable to both parties, to any Person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such Person with the following: (i) adequate disclosure of the contractual arrangement; (ii) adequate disclosure of the Person’s rights under the existing Contract of Sale at the time termination is sought; (iii) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and (iv) a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale. Any costs or losses incurred in connection with any such termination or reformation shall be subject to Section 7.
Appears in 1 contract
Samples: Underwriting Agreement (GE Equipment Midticket LLC, Series 2009-1)
Agreement of the Underwriter. (a) The Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172 under the Act, it will include in every confirmation sent out by the Underwriter the notice required by Rule 173 under the Act, Act informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a Person person who receives a confirmation, the Underwriter shall deliver a printed or paper copy of such Prospectus to such PersonProspectus; and (iii) if an electronic copy of the Prospectus is delivered by the Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to the Underwriter by or on behalf of the Depositor Company specifically for use by the Underwriter pursuant to this Section 99(a); for example, if the Prospectus is delivered to the Underwriter by or on behalf of the Depositor Company in a single electronic file in a read-only .pdf format, then the Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in read-only .pdf format. .The Underwriter further agrees that if it delivers to an investor the Prospectus in read-only .pdf format, upon the Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, the Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus.
(b) Prior to the Closing Date, ,the Underwriter shall notify GECC Holding and the Depositor Company of (i) the time date on which the Preliminary Prospectus is first used and (ii) the date of the first Contract of Sale to which the Supplement such Preliminary Prospectus relates.
(c) The Underwriter represents and agrees (i) that it did not enter into any commitment to sell any Offered Notes prior to the Time Date of Sale, it did not enter into any Contract of Sale for any Offered Notes prior to the Time Date of Sale and, without limiting the foregoing, it did not enter into a Contract of Sale with an investor in the Offered Notes prior to the delivery of the Preliminary Prospectus to such investor and (ii) that it will, at any time that the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Offered Notes, deliver to each investor to whom Offered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriter by the Company or by Holding), prior to the applicable date of any such Contract of Sale with respect to such investor, the Preliminary Prospectus.
(d) If In relation to each member State of the DepositorEuropean Economic Area which has implemented the Prospectus Directive (each, GECC a “Relevant Member State”),the Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State it has not made and will not make an offer of Offered Notes to the public in that Relevant Member State other than:
(i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(ii) to any legal entity which has two or more of the following: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
(iii) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Underwriter; or
(iv) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided, that no such offer of Offered Notes shall require the Issuer or the Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Act) or oral statement (when considered in conjunction with all information conveyed at the time to publish a prospectus pursuant to Article 3 of the Contract Prospectus Directive or supplement a prospectus pursuant to Article 16 of Salethe Prospectus Directive. For the purposes of this Section 9(d), (A) made the expression an “offer of Offered Notes to the public” in relation to any Offered Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or prepared subscribe the Offered Notes, as the same may be varied in that Relevant Member State by any measure implementing the Depositor Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State and (C) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovak Republic, Slovenia, Spain, Sweden and United Kingdom.
(e) In the event the Company or the Underwriter becomes aware that, as of the Date of Sale, any Date of Sale Information contains an or contained any untrue statement of material fact or omits or omitted to state a any material fact necessary in order to make the statements, statements contained therein in light of the circumstances under which they were made, not misleading at (a “Defective Prospectus”), the time that a Contract of Sale was entered into, either the Depositor or the Underwriter may prepare corrective information, with notice to party making such discovery shall promptly notify the other party of such untrue statement or omission no later than one Business Day after discovery and the Company shall prepare and deliver to the Underwriter a Corrected Prospectus. The Underwriter shall deliver such information Corrected Prospectus in a manner reasonably acceptable to both parties, to any Person with whom a Contract of Sale was entered into based on such written communication or oral statementDefective Prospectus, and such information the Underwriter shall provide any such Person with the following:
(i) adequate disclosure of the contractual arrangement;
(ii) adequate disclosure of the Person’s rights under the existing Contract of Sale at the time termination is sought;
(iii) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and
(iv) and a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale. Any costs or losses incurred Sale based on the information set forth in connection with any such termination or reformation shall be subject to Section 7the Corrected Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (GE Capital Credit Card Master Note Trust)
Agreement of the Underwriter. (a) The Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172 under the Act, it will include in every confirmation sent out by the such Underwriter the notice required by Rule 173 under the Act, Act informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the such Underwriter; (ii) if a paper copy of the Prospectus is requested by a Person person who receives a confirmation, the such Underwriter shall deliver a printed or paper copy of such Prospectus to such PersonProspectus; and (iii) if an electronic copy of the Prospectus is delivered by the an Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to the such Underwriter by or on behalf of the Depositor Company specifically for use by the such Underwriter pursuant to this Section 99(a); for example, if the Prospectus is delivered to the an Underwriter by or on behalf of the Depositor Company in a single electronic file in a read-only .pdf format, then the such Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in read-only .pdf format. The Underwriter further agrees that if it delivers to an investor the Prospectus in read-only .pdf format, upon the such Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, the such Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus.
(b) Prior to the Closing Date, the Underwriter shall notify GECC Holding and the Depositor Company of (i) the time date on which the Preliminary Prospectus is first used and (ii) the date of the first Contract of Sale to which the Supplement such Preliminary Prospectus relates.
(c) The Underwriter represents and agrees (i) that it did not enter into any commitment to sell any Offered Notes prior to the Time Date of Sale, it did not enter into any Contract of Sale for any Offered Notes prior to the Time Date of Sale and, without limiting the foregoing, it did not enter into a Contract of Sale with an investor in the Offered Notes prior to the delivery of the Preliminary Prospectus to such investor and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Offered Notes, deliver to each investor to whom Offered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to such Underwriter by the Company or by Holding), prior to the applicable date of any such Contract of Sale with respect to such investor, the Preliminary Prospectus.
(d) If In relation to each member State of the DepositorEuropean Economic Area which has implemented the Prospectus Directive (each, GECC a “Relevant Member State”), the Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State it has not made and will not make an offer of Offered Notes to the public (i) in the Czech Republic or (ii) in that Relevant Member State other than:
(i) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Underwriter; or
(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided, that no such offer of Offered Notes shall require the Issuer or the Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Act) or oral statement (when considered in conjunction with all information conveyed at the time to publish a prospectus pursuant to Article 3 of the Contract Prospectus Directive or supplement a prospectus pursuant to Article 16 of Salethe Prospectus Directive. For the purposes of this Section 9(d), (A) made the expression an “offer of Offered Notes to the public” in relation to any Offered Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or prepared subscribe the Offered Notes, as the same may be varied in that Relevant Member State by any measure implementing the Depositor Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State, (C) the expression “2010 PD Amending Directive” means Directive 2010/73/EU and (D) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and United Kingdom.
(e) In the event the Company or the Underwriter becomes aware that, as of the Date of Sale, any Date of Sale Information contains an or contained any untrue statement of material fact or omits or omitted to state a any material fact necessary in order to make the statements, statements contained therein in light of the circumstances under which they were made, not misleading at (a “Defective Prospectus”), the time that a Contract of Sale was entered into, either the Depositor or the Underwriter may prepare corrective information, with notice to party making such discovery shall promptly notify the other party of such untrue statement or omission no later than one Business Day after discovery and the Company shall prepare and deliver to the Underwriter a Corrected Prospectus. The Underwriter shall deliver such information Corrected Prospectus in a manner reasonably acceptable to both parties, to any Person with whom a Contract of Sale was entered into based on such written communication or oral statementDefective Prospectus, and such information Underwriter shall provide any such Person with the following:
(i) adequate disclosure of the contractual arrangement;
(ii) adequate disclosure of the Person’s rights under the existing Contract of Sale at the time termination is sought;
(iii) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and
(iv) and a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale. Any costs or losses incurred Sale based on the information set forth in connection with any such termination or reformation shall be subject to Section 7the Corrected Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (GE Capital Credit Card Master Note Trust)
Agreement of the Underwriter. (a) The Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172 under the Act, it will include in every confirmation sent out by the Underwriter the notice required by Rule 173 under the Act, Act informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a Person person who receives a confirmation, the Underwriter shall deliver a printed or paper copy of such Prospectus to such PersonProspectus; and (iii) if an electronic copy of the Prospectus is delivered by the Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to the Underwriter by or on behalf of the Depositor Company specifically for use by the Underwriter pursuant to this Section 99(a); for example, if the Prospectus is delivered to the Underwriter by or on behalf of the Depositor Company in a single electronic file in a read-only .pdf format, then the Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in read-only .pdf format. The Underwriter further agrees that if it delivers to an investor the Prospectus in read-only .pdf format, upon the Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, the Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus.
(b) Prior to the Closing Date, the Underwriter shall notify GECC Holding and the Depositor Company of (i) the time date on which the Preliminary Prospectus is first used and (ii) the date of the first Contract of Sale to which the Supplement such Preliminary Prospectus relates.
(c) The Underwriter represents and agrees (i) that it did not enter into any commitment to sell any Offered Notes prior to the Time Date of Sale, it did not enter into any Contract of Sale for any Offered Notes prior to the Time Date of Sale and, without limiting the foregoing, it did not enter into a Contract of Sale with an investor in the Offered Notes prior to the delivery of the Preliminary Prospectus to such investor and (ii) that it will, at any time that the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Offered Notes, deliver to each investor to whom Offered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriter by the Company or by Holding), prior to the applicable date of any such Contract of Sale with respect to such investor, the Preliminary Prospectus.
(d) If In relation to each member State of the DepositorEuropean Economic Area which has implemented the Prospectus Directive (each, GECC a “Relevant Member State”), the Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State it has not made and will not make an offer of Offered Notes to the public in that Relevant Member State other than:
(i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(ii) to any legal entity which has two or more of the following: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
(iii) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Underwriter; or
(iv) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided, that no such offer of Offered Notes shall require the Issuer or the Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Act) or oral statement (when considered in conjunction with all information conveyed at the time to publish a prospectus pursuant to Article 3 of the Contract Prospectus Directive or supplement a prospectus pursuant to Article 16 of Salethe Prospectus Directive. For the purposes of this Section 9(d), (A) made the expression an “offer of Offered Notes to the public” in relation to any Offered Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or prepared subscribe the Offered Notes, as the same may be varied in that Relevant Member State by any measure implementing the Depositor Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State and (C) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovak Republic, Slovenia, Spain, Sweden and United Kingdom.
(e) In the event the Company or the Underwriter becomes aware that, as of the Date of Sale, any Date of Sale Information contains an or contained any untrue statement of material fact or omits or omitted to state a any material fact necessary in order to make the statements, statements contained therein in light of the circumstances under which they were made, not misleading at (a “Defective Prospectus”), the time that a Contract of Sale was entered into, either the Depositor or the Underwriter may prepare corrective information, with notice to party making such discovery shall promptly notify the other party of such untrue statement or omission no later than one Business Day after discovery and the Company shall prepare and deliver to the Underwriter a Corrected Prospectus. The Underwriter shall deliver such information Corrected Prospectus in a manner reasonably acceptable to both parties, to any Person with whom a Contract of Sale was entered into based on such written communication or oral statementDefective Prospectus, and such information the Underwriter shall provide any such Person with the following:
(i) adequate disclosure of the contractual arrangement;
(ii) adequate disclosure of the Person’s rights under the existing Contract of Sale at the time termination is sought;
(iii) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and
(iv) and a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale. Any costs or losses incurred Sale based on the information set forth in connection with any such termination or reformation shall be subject to Section 7the Corrected Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (GE Capital Credit Card Master Note Trust)
Agreement of the Underwriter. (a) The Underwriter agrees that (i) if the Prospectus is not delivered with the confirmation in reliance on Rule 172 under the Act, it will include in every confirmation sent out by the Underwriter the notice required by Rule 173 under the Act, informing the investor that the sale was made pursuant to the Registration Statement and that the investor may request a copy of the Prospectus from the Underwriter; (ii) if a paper copy of the Prospectus is requested by a Person who receives a confirmation, the Underwriter shall deliver a paper copy of such Prospectus to such Person; and (iii) if an electronic copy of the Prospectus is delivered by the Underwriter for any purpose, such copy shall be the same electronic file containing the Prospectus in the identical form transmitted electronically to the Underwriter by or on behalf of the Depositor Company specifically for use by the Underwriter pursuant to this Section 911; for example, if the Prospectus is delivered to the Underwriter by or on behalf of the Depositor Company in a single electronic file in a read-only format, then the Underwriter will deliver the electronic copy of the Prospectus in the same single electronic file in read-only format. The Underwriter further agrees that if it delivers to an investor the Prospectus in read-only format, upon the Underwriter’s receipt of a request from the investor within the period for which delivery of the Prospectus is required, the Underwriter will promptly deliver or cause to be delivered to the investor, without charge, a paper copy of the Prospectus.
(b) Prior to the Closing Date, the Underwriter shall notify GECC GE Capital and the Depositor Company of (i) the time date on which the Preliminary Prospectus is first used and (ii) the date of the first Contract of Sale to which the Supplement such Preliminary Prospectus relates.
(c) The Underwriter represents and agrees (i) that it did not enter into any commitment to sell any Offered Notes prior to the Time Date of Sale, it did not enter into any Contract of Sale for any Offered Notes prior to the Time Date of Sale and, without limiting the foregoing, it did not enter into a Contract of Sale with an investor in the Offered Notes prior to the delivery of the Preliminary Prospectus to such investor, and (ii) that it will, at any time that the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Act) with respect to the Offered Notes, deliver to each investor to whom Offered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriter by the Company or by GE Capital), prior to the applicable date of any such Contract of Sale with respect to such investor, the Preliminary Prospectus.
d) In relation to each member State of the European Economic Area which has implemented the Prospectus Directive (deach, a “Relevant Member State”), the Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Offered Notes contemplated by the Prospectus to the public in that Relevant Member State other than:
i. to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
ii. to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
iii. to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Underwriter; or
iv. in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided, that no such offer of Offered Notes shall require the Issuer or the Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this Section 11(d), (A) the expression an “offer of Offered Notes to the public” in relation to any Offered Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe the Offered Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State and (C) the countries comprising the “European Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.
e) The Underwriter represents and agrees that:
i. it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in connection with the issue or sale of the Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer;
ii. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom;
iii. it will not underwrite the issue of or place the Offered Notes otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including Sections 9 and 23 thereof and any codes of conduct rules made under Section 37 thereof and the provisions of the Investor Compensation Xxx 0000;
iv. it will not underwrite the issue of, or place, the Offered Notes, otherwise than in conformity with the provisions of the Irish Central Bank Acts 1942-1999 (as amended) and any codes of conduct rules made under Section 117(1) thereof; and
v. it will not underwrite the issue of, place or otherwise act in Ireland in respect of the Offered Notes, other than in conformity with the provisions of the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by the Irish Financial Services Regulatory Authority pursuant thereto.
f) If the DepositorCompany, GECC GE Capital or the Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Act) (including the Preliminary Prospectus) or oral statement (when considered in conjunction with all information conveyed at the time date of the Contract of Sale) made or prepared by the Depositor Company or the Underwriter contains an untrue statement of material fact or omits to state a material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, either the Depositor Company or the Underwriter may prepare corrective information, with notice to the other party and the Underwriter shall deliver such information in a manner reasonably acceptable to both parties, to any Person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such Person with the following:
(i) i. adequate disclosure of the contractual arrangement;
(ii) . adequate disclosure of the Person’s rights under the existing Contract of Sale at the time termination is sought;
(iii) . adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time date of the original Contract of Sale; and
(iv) . a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale. Any costs or losses incurred in connection with any such termination or reformation shall be subject to Section 7.
Appears in 1 contract
Samples: Underwriting Agreement (GE Dealer Floorplan Master Note Trust)
