Agreements of the Issuer. The Issuer agrees as follows:
(a) if not filed as of the date hereof, to file the Pricing Supplement with the Commission within the time periods specified by Rule 424(b) under the Securities Act;
(b) to furnish, upon the reasonable request of the Managers, without charge, to the Managers and to U.S. counsel for the Managers, a conformed copy of the Registration Statement (as originally filed) and each amendment thereto, in each case without exhibits and in each case to the extent applicable to the Notes, and, during the period mentioned in paragraph (e) below, to each Manager as many copies of the Prospectus (including all amendments and supplements thereto) as the Managers may reasonably request;
(c) before filing any amendment or supplement to the Registration Statement, the Prospectus Supplement, the Pricing Prospectus or the Prospectus applicable to the Notes, whether before or after the time the Registration Statement becomes effective, to furnish to U.S. counsel for the Managers a copy of the proposed amendment or supplement for review and not to file any such proposed amendment or supplement to which the U.S. counsel for the Managers promptly and reasonably objects;
(d) to advise the Managers promptly, and to confirm such advice in writing (i) as to when any amendment to the Registration Statement applicable to the Notes shall have become effective, (ii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus for any additional information, in each case applicable to the Notes, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose (in each case to the extent applicable to the Notes) or of any stop order suspending or preventing the use of the Pricing Prospectus or the Prospectus or any issuer free writing prospectus relating to the Notes and (iv) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and to use its best efforts to prevent the issuance of any such stop order or notification and, if issued, to obtain as soon as possible the withdrawal thereof;
(e) if, during such period of time within six months after the first date of the public offering of the Notes, in the opinion of...
Agreements of the Issuer. The Issuer covenants and agrees with the ------------------------ Initial Purchasers as follows:
(a) To furnish the Initial Purchasers and those persons identified by the Initial Purchasers, without charge, with as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as the Initial Purchasers may reasonably request. The Issuer consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by the Initial Purchasers in connection with Exempt Resales.
(b) Not to amend or supplement the Offering Memorandum prior to the Closing Date unless the Initial Purchasers shall previously have been advised of such proposed amendment or supplement (including any document to be incorporated by reference) at least two business days prior to the proposed use, and shall not have reasonably objected to such amendment or supplement.
(c) If, prior to the time that the Initial Purchasers have completed their distribution of the Original Notes, any event occurs as a result of which, in the judgment of the Issuer or in the judgment of counsel to the Initial Purchasers, the Offering Memorandum, as then amended or supplemented, would include an untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or it is necessary to amend or supplement the Offering Memorandum to comply with any applicable laws, the Issuer shall promptly notify the Initial Purchasers of such event and (subject to Section 4(b)) prepare an appropriate amendment or supplement to the Offering Memorandum that will correct such statement or omission or effect such compliance.
(d) To cooperate with the Initial Purchasers and counsel to the Initial Purchasers in connection with the qualification or registration of the Original Notes under the securities laws of such jurisdictions as the Initial Purchasers may reasonably request and to continue such qualification in effect so long as required for the Exempt Resales. Notwithstanding the foregoing, the Issuer shall not be required to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any such jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any...
Agreements of the Issuer. (1) The Issuer shall bear and pay all stamp and other taxes and duties (including interest and penalties) payable pursuant to the laws applicable in the Federal Republic of Germany on or in connection with the issue and purchase by the Managers of the Notes or the execution or delivery of the Agreements.
(2) The Issuer shall forthwith notify the Lead Managers, on behalf of the Managers, if, at any time prior to payment of the net subscription amount (as set out in § 11 below) to the Issuer, anything occurs which renders or may render untrue or incorrect in any respect any of the representations and warranties given by it.
(3) If at any time prior to the Closing Date any event shall occur as a result of which, in the judgment of the Issuer, it is necessary to amend or supplement any Disclosure Document in order to make the statements therein, in the light of the circumstances when any Disclosure Document is delivered, not misleading, the Issuer shall forthwith prepare and furnish, at its own expense, to the Lead Managers, on behalf of the Managers, either amendments to the Disclosure Documents or supplemental information so that the statements in the Disclosure Documents as so amended or supplemented will, in the light of the circumstances when the Disclosure Documents are delivered, be accurate and not mxxxxxxxxx.
Agreements of the Issuer. (1) The Issuer shall bear and pay all stamp and other taxes and duties (including interest and penalties) payable pursuant to the laws applicable in the Federal Republic of Germany on or in connection with the issue and purchase by the Managers of the Notes or the execution or delivery of the Agreements.
(2) The Issuer shall forthwith notify the Managers if, at any time prior to payment of the net subscription amount (as set out in § 11) to the Issuer, anything occurs which renders or may render untrue or incorrect in any respect any of the representations and warranties given by it.
(3) If at any time prior to the Closing Date any event shall occur as a result of which, in the judgment of the Issuer, it is necessary to amend or supplement any Disclosure Document in order to make the statements therein, in the light of the circumstances when any Disclosure Document is delivered, not misleading, the Issuer shall forthwith prepare and furnish, at its own expense, to the Managers either amendments to the Disclosure Documents or supplemental information so that the statements in the Disclosure Documents as so amended or supplemented will, in the light of the circumstances when the Disclosure Documents are delivered, be accurate and not xxxxxxxxxx.
Agreements of the Issuer. The Issuer hereby agrees with the Subscriber that:
Agreements of the Issuer. Section 4.
Agreements of the Issuer. (1) The Issuer shall bear and pay all stamp and other taxes and duties (including interest and penalties) payable pursuant to the laws applicable in the Federal Republic of Germany on or in connection with the issue and purchase by the Managers of the Bonds or the execution or delivery of [this][the] Agreement[s].
(2) The Issuer shall forthwith notify the Lead Manager(s), on behalf of the Managers, if, at any time prior to payment of the net subscription amount (as set out in § 11) to the Issuer, anything occurs which renders or may render untrue or incorrect in any respect any of the representations and warranties given by it.
(3) If at any time prior to the Closing Date any event shall occur as a result of which, in the judgment of the Issuer, it is necessary to amend or supplement any Disclosure Document in order to make the statements therein, in the light of the circumstances when any Disclosure Document is delivered, not misleading, the Issuer shall forthwith prepare and furnish, at its own expense, to the Lead Manager(s), on behalf of the Managers, either amendments to the Disclosure Documents or supplemental information so that the statements in the Disclosure Documents as so amended or supplemented will, in the light of the circumstances when the Disclosure Documents are delivered, be accurate and not xxxxxxxxxx.
Agreements of the Issuer. The Issuer agrees with the Collateral Manager that:
Agreements of the Issuer. THE ISSUER HEREBY AGREES WITH THE PURCHASER AS FOLLOWS:
(a) So long as the Notes are outstanding, (i) to deliver via overnight courier and make generally available as soon as practicable but no later than 60 days after the end of each fiscal year to the record holders of the Notes an audited financial report of the Issuer on a consolidated basis, all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of shareholders’ equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by the Issuer’s independent public accountants and (ii) to deliver via overnight courier and make generally available as soon as practicable but no later than 40 days after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. Notwithstanding the foregoing, the filing of information required herein with the Securities and Exchange Commission (“SEC”) on its XXXXX database system within the time periods prescribed by the SEC (taking into account allowable extensions) shall satisfy the requirements of this Section 4(a).
(b) So long as the Notes are outstanding, to furnish to the Purchaser as soon as reasonably practicable, copies of all reports or other communications (A) furnished by the Issuer to its security holders, (B) furnished to or filed with the SEC or any national securities exchange on which any class of securities of the Issuer is listed or (C) delivered pursuant to the Notes and such other publicly available information concerning the Issuer as the Purchaser may reasonably request; provided, however, that any such report, communication or information available on the SEC’s XXXXX database system need not be furnished pursuant to this Section 4(b).
(c) So long as the Notes remain outstanding and during any period in which the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, to make available to any holder of N...
Agreements of the Issuer. The Issuer hereby represents and warrants to and covenants with the Bank that:
