Common use of Appointment of Agents; Solicitation by the Agents of Offers to Purchase; Sales of Notes to a Purchaser Clause in Contracts

Appointment of Agents; Solicitation by the Agents of Offers to Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and conditions set forth herein, Mexico hereby authorizes each of the Agents to act as its agent to solicit offers for the purchase of all or a portion of the Notes from Mexico. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, each of the Agents agrees, as agent of Mexico, to use its reasonable best efforts to solicit offers to purchase the Notes from Mexico upon the terms and conditions set forth in the Prospectus (and any supplement thereto). Each Agent shall make reasonable best efforts to assist Mexico in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by Mexico, but such Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any purchaser or have any liability to Mexico in the event any such purchase is not consummated for any reason. Except as provided in Section 2(b), under no circumstances will any Agent be obligated to purchase any Notes for its own account. It is understood and agreed, however, that any Agent may purchase Notes as principal pursuant to Section 2(b). Mexico reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of instructions from Mexico, the Agents will forthwith suspend solicitation of offers to purchase Notes from Mexico until such time as Mexico has advised them that such solicitation may be resumed. Mexico agrees to pay each Agent a commission on the Closing Date with respect to each sale of Notes by Mexico as a result of a solicitation made by such Agent in an amount agreed upon by Mexico and the applicable Agent at the time of the applicable sale. Subject to the provisions of this Section, offers for the purchase of Notes may be solicited by an Agent as agent for Mexico at such time and in such amounts as such Agent deems advisable. Mexico reserves the right to (i) solicit and accept offers to purchase and to sell Notes directly to purchasers on its own behalf and (ii) to appoint one or more brokers or dealers other than the Agents to act as agents to solicit offers for the purchase of Notes (or to purchase the Notes as principal as described in paragraph (b) below) (“Additional Agents”); provided, however, that (A) each such Additional Agent shall become a party to this Agreement (and thereafter the term “Agent” as used herein shall mean the Agents and such Additional Agents (other than Additional Agents appointed for purposes of a particular issue of Notes)) and (B) the Agents are given notice of any such appointment (other than an appointment for purposes of a particular issue of Notes only). Any Additional Agent appointed pursuant to this Section 2 shall execute and deliver to Mexico an instrument accepting such appointment hereunder and without any further act, deed or conveyance, shall become vested with all authority, right, powers, immunities, duties and obligations with like effect as if originally named as a party to this Agreement. Any such appointment of an Additional Agent may be limited to a particular issue of Notes. In the case of any sale not resulting from a solicitation made by any Agent, no commission shall be payable to any Agent. (b) Subject to the terms and conditions stated herein, whenever Mexico and any of you determines that Mexico shall sell Notes directly to any of you (or to any other broker or dealer) as principal, each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which shall be in writing and signed by an official named in a certificate of delegation of authority) is herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained herein to “this Agreement” shall be deemed to include any applicable Terms Agreement between Mexico and a Purchaser and express mention of Terms Agreements in any provisions hereof shall not be construed as excluding Terms Agreements in those provisions hereof where such express mention is not made. Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the aggregate principal amount of such Notes, the price to be paid to Mexico for such Notes, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, the Closing Date for the purchase of such Notes, the place of delivery of the Notes and payment therefor, the method of payment and any additional requirements for the delivery of opinions of counsel, certificates from Mexico or its officers as described in Section 6(b). Any such Terms Agreement may also specify the period of time referred to in Section 4(u). Each written Terms Agreement shall be substantially in the form attached hereto as Exhibit A. The Purchaser’s commitment to purchase Notes shall be deemed to have been made on the basis of the representations and warranties of Mexico herein contained and shall be subject to the terms and conditions herein set forth. Delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Closing Date agreed to in such Terms Agreement, against payment of immediately available funds (or such other consideration as is agreed between Mexico and such Purchaser) to the account specified by Mexico in the net amount due to Mexico for such Notes. Any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a percentage of the principal amount thereof specified in the Terms Agreement less a percentage equal to the commission specified in the Terms Agreement and (ii) may be resold by such Purchaser at varying prices from time to time or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price. In connection with any resale of Notes purchased, a Purchaser may use a selling or dealer group and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto.

Appointment of Agents; Solicitation by the Agents of Offers to Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and conditions set forth herein, Mexico hereby authorizes each of the Agents to act as its agent to solicit offers for the purchase of all or a portion of the Notes from Mexico. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, each of the Agents agrees, as agent of Mexico, to use its reasonable best efforts to solicit offers to purchase the Notes from Mexico upon the terms and conditions set forth in the Prospectus (and any supplement thereto). Each Agent shall make reasonable best efforts to assist Mexico in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by Mexico, but such Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any purchaser or have any liability to Mexico in the event any such purchase is not consummated for any reason. Except as provided in Section 2(b), under no circumstances will any Agent be obligated to purchase any Notes for its own account. It is understood and agreed, however, that any Agent may purchase Notes as principal pursuant to Section 2(b). Mexico reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of instructions from Mexico, the Agents will forthwith suspend solicitation of offers to purchase Notes from Mexico until such time as Mexico has advised them that such solicitation may be resumed. Mexico agrees to pay each Agent a commission on the Closing Date with respect to each sale of Notes by Mexico as a result of a solicitation made by such Agent in an amount agreed upon by Mexico and the applicable Agent at the time of the applicable sale. Subject to the provisions of this Section, offers for the purchase of Notes may be solicited by an Agent as agent for Mexico at such time and in such amounts as such Agent deems advisable. Mexico reserves the right to (i) solicit and accept offers to purchase and to sell Notes directly to purchasers on its own behalf and (ii) to appoint one or more brokers or dealers other than the Agents to act as agents to solicit offers for the purchase of Notes (or to purchase the Notes as principal as described in paragraph (b) below) (“Additional Agents”); provided, however, that (A) each such Additional Agent shall become a party to this Agreement (and thereafter the term “Agent” as used herein shall mean the Agents and such Additional Agents (other than Additional Agents appointed for purposes of a particular issue of Notes)) and (B) the Agents are given notice of any such appointment (other than an appointment for purposes of a particular issue of Notes only). Any Additional Agent appointed pursuant to this Section 2 shall execute and deliver to Mexico an instrument accepting such appointment hereunder and without any further act, deed or conveyance, shall become vested with all authority, right, powers, immunities, duties and obligations with like effect as if originally named as a party to this Agreement. Any such appointment of an Additional Agent may be limited to a particular issue of Notes. In the case of any sale not resulting from a solicitation made by any Agent, no commission shall be payable to any Agent. (b) Subject to the terms and conditions stated herein, whenever Mexico and any of you determines determine that Mexico shall sell Notes directly to any of you (or to any other broker or dealer) as principal, each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which shall be in writing and signed by an official named in a certificate of delegation confirmation of authority) is herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained herein to “this Agreement” shall be deemed to include any applicable Terms Agreement between Mexico and a Purchaser and express mention of Terms Agreements in any provisions hereof shall not be construed as excluding Terms Agreements in those provisions hereof where such express mention is not made. Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the aggregate principal amount of such Notes, the price to be paid to Mexico for such Notes, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, the Closing Date for the purchase of such Notes, the place of delivery of the Notes and payment therefor, the method of payment and any additional requirements for the delivery of opinions of counsel, certificates from Mexico or its officers as described in Section 6(b). Any such Terms Agreement may also specify the period of time referred to in Section 4(u). Each written Terms Agreement shall be substantially in the form attached hereto as Exhibit A. The Purchaser’s commitment to purchase Notes shall be deemed to have been made on the basis of the representations and warranties of Mexico herein contained and shall be subject to the terms and conditions herein set forth. Delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Closing Date agreed to in such Terms Agreement, against payment of immediately available funds (or such other consideration as is agreed between Mexico and such Purchaser) to the account specified by Mexico in the net amount due to Mexico for such Notes. Any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a percentage of the principal amount thereof specified in the Terms Agreement less a percentage equal to the commission specified in the Terms Agreement and (ii) may be resold by such Purchaser at varying prices from time to time or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price. In connection with any resale of Notes purchased, a Purchaser may use a selling or dealer group and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto.

Appointment of Agents; Solicitation by the Agents of Offers to Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and conditions set forth herein, Mexico hereby authorizes each of the Agents to act as its agent to solicit offers for the purchase of all or a portion of the Notes from Mexico. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, each of the Agents agrees, as agent of Mexico, to use its reasonable best efforts to solicit offers to purchase the Notes from Mexico upon the terms and conditions set forth in the Prospectus (and any supplement thereto). Each Agent shall make reasonable best efforts to assist Mexico in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by Mexico, but such Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any purchaser or have any liability to Mexico in the event any such purchase is not consummated for any reason. Except as provided in Section 2(b), under no circumstances will any Agent be obligated to purchase any Notes for its own account. It is understood and agreed, however, that any Agent may purchase Notes as principal pursuant to Section 2(b). Mexico reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of instructions from Mexico, the Agents will forthwith suspend solicitation of offers to purchase Notes from Mexico until such time as Mexico has advised them that such solicitation may be resumed. Mexico agrees to pay each Agent a commission on the Closing Date with respect to each sale of Notes by Mexico as a result of a solicitation made by such Agent in an amount agreed upon by Mexico and the applicable Agent at the time of the applicable sale. Subject to the provisions of this Section, offers for the purchase of Notes may be solicited by an Agent as agent for Mexico at such time and in such amounts as such Agent deems advisable. Mexico reserves the right to (i) solicit and accept offers to purchase and to sell Notes directly to purchasers on its own behalf and (ii) to appoint one or more brokers or dealers other than the Agents to act as agents to solicit offers for the purchase of Notes (or to purchase the Notes as principal as described in paragraph (b) below) (“Additional Agents”); provided, however, that (Aa) each such Additional Agent shall become a party to this Agreement (and thereafter the term “Agent” as used herein shall mean the Agents and such Additional Agents (other than Additional Agents appointed for purposes of a particular issue of Notes)) and (Bb) the Agents are given notice of any such appointment (other than an appointment for purposes of a particular issue of Notes only)appointment. Any Additional Agent appointed pursuant to this Section 2 shall execute and deliver to Mexico an instrument accepting such appointment hereunder and without any further act, deed or conveyance, shall become vested with all authority, right, powers, immunities, duties and obligations with like effect as if originally named as a party to this Agreement. Any such appointment of an Additional Agent may be limited to a particular issue of Notes. In the case of any sale not resulting from a solicitation made by any Agent, no commission shall be payable to any Agent. (b) Subject to the terms and conditions stated herein, whenever Mexico and any of you determines that Mexico shall sell Notes directly to any of you (or to any other broker or dealer) as principal, each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which shall be in writing and signed by an official named in a certificate of delegation of authority) is herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained herein to “this Agreement” shall be deemed to include any applicable Terms Agreement between Mexico and a Purchaser and express mention of Terms Agreements in any provisions hereof shall not be construed as excluding Terms Agreements in those provisions hereof where such express mention is not made. Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the aggregate principal amount of such Notes, the price to be paid to Mexico for such Notes, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, the Closing Date for the purchase of such Notes, the place of delivery of the Notes and payment therefor, the method of payment and any additional requirements for the delivery of opinions of counsel, certificates from Mexico or its officers as described in Section 6(b). Any such Terms Agreement may also specify the period of time referred to in Section 4(u4(r). Each written Terms Agreement shall be substantially in the form attached hereto as Exhibit A. The Purchaser’s commitment to purchase Notes shall be deemed to have been made on the basis of the representations and warranties of Mexico herein contained and shall be subject to the terms and conditions herein set forth. Delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Closing Date agreed to in such Terms Agreement, against payment of immediately available funds (or such other consideration as is agreed between Mexico and such Purchaser) to the account specified by Mexico in the net amount due to Mexico for such Notes. Any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a percentage of the principal amount thereof specified in the Terms Agreement less a percentage equal to the commission specified in the Terms Agreement and (ii) may be resold by such Purchaser at varying prices from time to time or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price. In connection with any resale of Notes purchased, a Purchaser may use a selling or dealer group and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto.

Appointment of Agents; Solicitation by the Agents of Offers to Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and conditions set forth herein, Mexico hereby authorizes each of the Agents to act as its agent to solicit offers for the purchase of all or a portion part of the Notes from Mexico. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, each of the Agents agrees, as agent of Mexico, to use its reasonable best efforts to solicit offers to purchase the Notes from Mexico upon the terms and conditions set forth in the Prospectus (and any supplement thereto). Each Agent shall make reasonable best efforts to assist Mexico in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by Mexico, but such Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any purchaser or have any liability to Mexico in the event any such purchase is not consummated for any reason. Except as provided in Section 2(b), under no circumstances will any Agent be obligated to purchase any Notes for its own account. It is understood and agreed, however, that any Agent may purchase Notes as principal pursuant to Section 2(b). Mexico reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of instructions from Mexico, the Agents will forthwith suspend solicitation of offers to purchase Notes from Mexico until such time as Mexico has advised them that such solicitation may be resumed. Mexico agrees to pay each Agent a commission on the Closing Date with respect to each sale of Notes by Mexico as a result of a solicitation made by such Agent in an amount agreed upon by Mexico and the applicable Agent at the time of the applicable sale. Subject to the provisions of this Section, offers for the purchase of Notes may be solicited by an Agent as agent for Mexico at such time and in such amounts as such Agent deems advisable. Mexico reserves the right to (i) solicit and accept offers to purchase and to sell Notes directly to purchasers on its own behalf and (ii) to appoint one or more brokers or dealers other than the Agents to act as agents to solicit offers for the purchase of Notes (or to purchase the Notes as principal as described in paragraph (b) below) (“Additional Agents”); provided, however, that (Aa) each such Additional Agent shall become a party to this Agreement (and thereafter the term “Agent” as used herein shall mean the Agents and such Additional Agents (other than Additional Agents appointed for purposes of a particular issue of Notes)) and (Bb) the Agents are given notice of any such appointment (other than an appointment for purposes of a particular issue of Notes only)appointment. Any Additional Agent appointed pursuant to this Section 2 shall execute and deliver to Mexico an instrument accepting such appointment hereunder and without any further act, deed or conveyance, shall become vested with all authority, right, powers, immunities, duties and obligations with like effect as if originally named as a party to this Agreement. Any such appointment of an Additional Agent may be limited to a particular issue of Notes. In the case of any sale not resulting from a solicitation made by any Agent, no commission shall be payable to any Agent. (b) Subject to the terms and conditions stated herein, whenever Mexico and any of you determines that Mexico shall sell Notes directly to any of you (or to any other broker or dealer) as principal, each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which shall be in writing and signed by an official named in a certificate of delegation of authority) is herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained herein to “this Agreement” shall be deemed to include any applicable Terms Agreement between Mexico and a Purchaser and express mention of Terms Agreements in any provisions hereof shall not be construed as excluding Terms Agreements in those provisions hereof where such express mention is not made. Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the aggregate principal amount of such Notes, the price to be paid to Mexico for such Notes, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, the Closing Date for the purchase of such Notes, the place of delivery of the Notes and payment therefor, the method of payment and any additional requirements for the delivery of opinions of counsel, certificates from Mexico or its officers as described in Section 6(b). Any such Terms Agreement may also specify the period of time referred to in Section 4(u4(r). Each written Terms Agreement shall be substantially in the form attached hereto as Exhibit A. The Purchaser’s commitment to purchase Notes shall be deemed to have been made on the basis of the representations and warranties of Mexico herein contained and shall be subject to the terms and conditions herein set forth. Delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Closing Date agreed to in such Terms Agreement, against payment of immediately available funds (or such other consideration as is agreed between Mexico and such Purchaser) to the account specified by Mexico in the net amount due to Mexico for such Notes. Any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a percentage of the principal amount thereof specified in the Terms Agreement less a percentage equal to the commission specified in the Terms Agreement and (ii) may be resold by such Purchaser at varying prices from time to time or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price. In connection with any resale of Notes purchased, a Purchaser may use a selling or dealer group and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto.