Authorised Officer. The Commonwealth's Authorised Officer is: Assistant Secretary Pharmaceutical Access Branch Pharmaceutical Benefits Division Department of Health MDP 1005 GPO Box 9848 Xxxxxxxx XXX 0000 Email XXXxxxXxxxxxxxxxxx@xxxxxx.xxx.xx The Administration Agency's Authorised Officer and the NDSS Administrator's Authorised Officer will be as notified in writing by the Commonwealth. The Company's Authorised Officer is: [INSERT] GIVING EFFECT TO THIS DEED Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that the other party may reasonably require to give full effect to this Deed. ANTI-COLLUSION The Company warrants that, except to the extent requested by the Commonwealth, it has not entered into this Deed with any consultation, communication, contract, arrangement or understanding with any other CSO Distributor or the Administration Agency, other than: where the Company has an agreement that has been authorised by the Australian Competition and Consumer Commission; or where the Company has communicated with a subcontractor for the purpose of using the subcontractor to assist in ensuring the Obligations under this Deed are met, and where the communication with the subcontractor is limited to the information required to facilitate that particular subcontract. In such a situation the Company agrees to notify the Administration Agency of the full nature and extent of any agreements with other CSO Distributors or subcontractors in accordance with clause 17.3.1 of this Deed. If no such disclosure is made, the Company warrants that it has not entered into this Deed with any consultation, communication, contract, arrangement or understanding with any CSO Distributor or the Administration Agency, including but not limited to: prices; methods, factors or formulas used to calculate prices; the intention or decision to enter, or not enter, this Deed; the quality, quantity, specifications or delivery particulars of the goods and services to which this Deed relates; and the terms of the Deed. The Company acknowledges that the Commonwealth has engaged the Company in reliance on this warranty. The Company agrees to promptly notify the Administration Agency if any of its Personnel, including directors and senior management, are or have ever been subject to proceedings, or an investigation, related to anti-competitive conduct in Australia or overseas. At a minimum, the information must include: the names of the parties to the proceedings; the case number; the general nature of the proceedings; and the outcome or current status of the proceedings. If the Company: fails to notify the Administration Agency in accordance with clause 29.2 or clause 29.5; breaches the warranties provided under clause 29.1 or clause 29.3; is unable or unwilling to resolve or deal with the anti-competitive conduct as reasonably required by the Administration Agency; or contravenes any or all of the anti-competitive provisions of the Competition and Consumer Xxx 0000 (Cth) or equivalent Laws, the Commonwealth may Terminate this Deed under clause 24. The Commonwealth reserves the Right to disclose any information, including Confidential Information, with respect to anti-competitive conduct or suspected anti-competitive conduct of the Company, to the Australian Competition and Consumer Commission. OPERATION OF THIS DEED This Deed contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Deed and has no further effect. If this Deed is inconsistent with any other document or agreement between the parties, this Deed prevails to the extent of the inconsistency. Except as permitted under this Deed, variations to this Deed must be made by a Deed of Variation executed by the parties. Despite clause 30.3, the Commonwealth or the Administration Agency may relieve the Company from compliance with some or all of its Obligations under this Deed by notice in writing to the Company. Any relief given under this clause 30.4 will be for the period, and subject to the conditions, set out in the notice. SCHEDULE 1 - CSO COMPLIANCE REQUIREMENTS AND CSO SERVICE STANDARDS DEFINITIONS For the purposes of this Schedule, in addition to the defined terms in this Deed, all capitalised terms have the following meaning: Act of God means an event or occurrence, due to natural causes, that in the Commonwealth's reasonable opinion: occurs independently of human intervention; is beyond the control of the Company; could not be foreseen by the Company; could not have been prevented, avoided, or overcome by the Company taking all reasonable steps; and could not reasonably have been prevented, avoided, or overcome by the Company before 1 July 2016.
Appears in 1 contract
Samples: Deed of Agreement
Authorised Officer. The Commonwealth's Authorised Officer is: Assistant Secretary Pharmaceutical Access Branch Pharmaceutical Benefits Division Department of Health MDP 1005 GPO Box 9848 Xxxxxxxx XXX 0000 Canberra ACT 2601 Email XXXxxxXxxxxxxxxxxx@xxxxxx.xxx.xx The Administration Agency's Authorised Officer and the NDSS Administrator's Authorised Officer will be as notified in writing by the Commonwealth. The Company's Authorised Officer is: [INSERT] GIVING EFFECT TO THIS DEED Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that the other party may reasonably require to give full effect to this Deed. ANTI-COLLUSION The Company warrants that, except to the extent requested by the Commonwealth, it has not entered into this Deed with any consultation, communication, contract, arrangement or understanding with any other CSO Distributor or the Administration Agency, other than: where the Company has an agreement that has been authorised by the Australian Competition and Consumer Commission; or where the Company has communicated with a subcontractor for the purpose of using the subcontractor to assist in ensuring the Obligations under this Deed are met, and where the communication with the subcontractor is limited to the information required to facilitate that particular subcontract. In such a situation the Company agrees to notify the Administration Agency of the full nature and extent of any agreements with other CSO Distributors or subcontractors in accordance with clause 17.3.1 of this Deed. If no such disclosure is made, the Company warrants that it has not entered into this Deed with any consultation, communication, contract, arrangement or understanding with any CSO Distributor or the Administration Agency, including but not limited to: prices; methods, factors or formulas used to calculate prices; the intention or decision to enter, or not enter, this Deed; the quality, quantity, specifications or delivery particulars of the goods and services to which this Deed relates; and the terms of the Deed. The Company acknowledges that the Commonwealth has engaged the Company in reliance on this warranty. The Company agrees to promptly notify the Administration Agency if any of its Personnel, including directors and senior management, are or have ever been subject to proceedings, or an investigation, related to anti-competitive conduct in Australia or overseas. At a minimum, the information must include: the names of the parties to the proceedings; the case number; the general nature of the proceedings; and the outcome or current status of the proceedings. If the Company: fails to notify the Administration Agency in accordance with clause 29.2 or clause 29.5; breaches the warranties provided under clause 29.1 or clause 29.3; is unable or unwilling to resolve or deal with the anti-competitive conduct as reasonably required by the Administration Agency; or contravenes any or all of the anti-competitive provisions of the Competition and Consumer Xxx 0000 Act 2010 (Cth) or equivalent Laws, the Commonwealth may Terminate this Deed under clause 24. The Commonwealth reserves the Right to disclose any information, including Confidential Information, with respect to anti-competitive conduct or suspected anti-competitive conduct of the Company, to the Australian Competition and Consumer Commission. OPERATION OF THIS DEED This Deed contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Deed and has no further effect. If this Deed is inconsistent with any other document or agreement between the parties, this Deed prevails to the extent of the inconsistency. Except as permitted under this Deed, variations to this Deed must be made by a Deed of Variation executed by the parties. Despite clause 30.3, the Commonwealth or the Administration Agency may relieve the Company from compliance with some or all of its Obligations under this Deed by notice in writing to the Company. Any relief given under this clause 30.4 will be for the period, and subject to the conditions, set out in the notice. SCHEDULE 1 - CSO COMPLIANCE REQUIREMENTS AND CSO SERVICE STANDARDS DEFINITIONS For the purposes of this Schedule, in addition to the defined terms in this Deed, all capitalised terms have the following meaning: Act of God means an event or occurrence, due to natural causes, that in the Commonwealth's reasonable opinion: occurs independently of human intervention; is beyond the control of the Company; could not be foreseen by the Company; could not have been prevented, avoided, or overcome by the Company taking all reasonable steps; and could not reasonably have been prevented, avoided, or overcome by the Company before 1 July 2016.
Appears in 1 contract
Samples: Deed of Agreement
Authorised Officer. The Commonwealth's Authorised Officer is: Assistant Secretary Pharmaceutical Access Branch Pharmaceutical Benefits Division Department of Health MDP 1005 GPO Box 9848 Xxxxxxxx XXX 0000 Email XXXxxxXxxxxxxxxxxx@xxxxxx.xxx.xx The Administration Agency's Authorised Officer [Conditions] [Conditions to be as set out in the First Schedule to this Trust Deed or such other form as may be agreed between the Issuer, the Agent, the Trustee and the NDSS Administrator's Authorised Officer will relevant Dealer(s), but shall not be as notified in writing endorsed if not required by the Commonwealth. The Company's Authorised Officer is: relevant Stock Exchange] Pricing Supplement [INSERT] GIVING EFFECT TO THIS DEED Each party must do anything (including execute any document)Here to be set out the text of the relevant information supplementing, and must ensure that its employees and agents do anything (including execute any document), that replacing or modifying the other party may reasonably require to give full effect to this Deed. ANTI-COLLUSION The Company warrants that, except Conditions which appears in the Pricing Supplement relating to the extent requested by the CommonwealthNotes] PART IV FORM OF RECEIPT COUNTRYWIDE HOME LOANS, it has not entered into this Deed with any consultation, communication, contract, arrangement or understanding with any other CSO Distributor or the Administration Agency, other than: where the Company has an agreement that has been authorised by the Australian Competition INC. [Specified Currency and Consumer Commission; or where the Company has communicated with a subcontractor Nominal Amount of Tranche] NOTES DUE [Year of Maturity] Series No. [ ] Receipt for the purpose sum of using [ ] being the subcontractor to assist in ensuring the Obligations under this Deed are met, and where the communication with the subcontractor is limited to the information required to facilitate that particular subcontract. In such a situation the Company agrees to notify the Administration Agency instalment of the full nature and extent of any agreements with other CSO Distributors or subcontractors principal payable in accordance with clause 17.3.1 of this Deed. If no such disclosure is made, the Company warrants that it has not entered into this Deed with any consultation, communication, contract, arrangement or understanding with any CSO Distributor or Terms and Conditions applicable to the Administration Agency, including but not limited to: prices; methods, factors or formulas used to calculate prices; the intention or decision to enter, or not enter, this Deed; the quality, quantity, specifications or delivery particulars of the goods and services Note to which this Deed relates; and Receipt appertains (the terms of the Deed“Conditions”) on [ ]. The Company acknowledges that the Commonwealth has engaged the Company in reliance on this warranty. The Company agrees to promptly notify the Administration Agency if any of its Personnel, including directors and senior management, are or have ever been This Receipt is issued subject to proceedings, or an investigation, related to anti-competitive conduct in Australia or overseas. At a minimum, the information must include: the names of the parties to the proceedings; the case number; the general nature of the proceedings; and the outcome or current status of the proceedings. If the Company: fails to notify the Administration Agency in accordance with clause 29.2 the Conditions which shall be binding upon the holder of this Receipt (whether or clause 29.5; breaches not it is for the warranties provided under clause 29.1 time being attached to such Note) and is payable at the specified office of any of the Paying Agents set out on the reverse of the Note to which this Receipt appertains (and/or any other or clause 29.3; is unable or unwilling further Paying Agents and/or specified offices as may from time to resolve or deal time be duly appointed and notified to the Noteholders). This Receipt must be presented for payment together with the anti-competitive conduct as reasonably required by the Administration Agency; or contravenes any or all of the anti-competitive provisions of the Competition and Consumer Xxx 0000 (Cth) or equivalent Laws, the Commonwealth may Terminate this Deed under clause 24Note to which it appertains. The Commonwealth reserves Issuer shall have no obligation in respect of any Receipt presented without the Right Note to disclose which it appertains or any informationunmatured Receipts. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, including Confidential InformationINCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]1 [BY ACCEPTING THIS OBLIGATION, with respect THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]2 PART V FORM OF COUPON On the front: COUNTRYWIDE HOME LOANS, INC. [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] Series No. [ ] [Coupon appertaining to anti-competitive conduct or suspected anti-competitive conduct a Note in the denomination of the Company, to the Australian Competition [Specified Currency and Consumer Commission. OPERATION OF THIS DEED This Deed contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Deed and has no further effect. If this Deed is inconsistent with any other document or agreement between the parties, this Deed prevails to the extent of the inconsistency. Except as permitted under this Deed, variations to this Deed must be made by a Deed of Variation executed by the parties. Despite clause 30.3, the Commonwealth or the Administration Agency may relieve the Company from compliance with some or all of its Obligations under this Deed by notice in writing to the Company. Any relief given under this clause 30.4 will be for the period, Specified Denomination]].1 Part A [For Fixed Rate Notes:negotiable and subject to the conditionsTerms and [ ] Conditions of the said Notes. due on [ ], [ ]] Part B [For Floating Rate Notes or Indexed Interest Notes: Coupon for the amount due in accordance with the Terms and Conditions endorsed on, attached to or incorporated by reference into the said Notes on [the Interest Payment Date falling in [ ] [ ]/[ ]]. This Coupon is payable to bearer, separately negotiable and subject to such Terms and Conditions, under which it may become void before its due date.] [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2 [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 PART VI FORM OF TALON On the front: COUNTRYWIDE HOME LOANS, INC. [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] Series No. [ ] [Talon appertaining to a Note in the denomination of [Specified Currency and Specified Denomination]] 1 . On and after [ ] further Coupons [and a further Talon]2 appertaining to the Note to which this Talon appertains will be issued at the specified office of any of the Paying Agents set out on the reverse hereof (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to the Noteholders) upon production and surrender of this Talon. This Talon may, in certain circumstances, become void under the Terms and Conditions endorsed on the Note to which this Talon appertains. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]3 [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]4 On the back of Receipts, Coupons and Talons: AGENT Deutsche Bank AG London Winchester House 0 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX OTHER PAYING AGENT Deutsche Bank Luxembourg S.A. 0, xxxxxxxxx Xxxxxx Xxxxxxxx L-1115 Luxembourg PART VII FORM OF CERTIFICATE TO BE PRESENTED BY EUROCLEAR OR CLEARSTREAM, LUXEMBOURG COUNTRYWIDE HOME LOANS, INC. [Title of Notes] (the “Securities”) This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the nominal amount set forth below (our “Member Organisations”) substantially to the effect set forth in the notice. SCHEDULE 1 - CSO COMPLIANCE REQUIREMENTS AND CSO SERVICE STANDARDS DEFINITIONS For temporary Global Note representing the Securities, as of the date hereof, [ ] nominal amount of the above-captioned Securities (i) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States persons”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Sections 1.165-12(c)(1)(v) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in Clause (iii) above (whether or not also described in Clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. If the Securities are of the category contemplated in Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended, then this Scheduleis also to certify with respect to such principal amount of Securities set forth above that, except as set forth below, we have received in writing, by tested telex or by electronic transmission, from our Member Organisations entitled to a portion of such principal amount, certifications with respect to such portion, substantially to the effect set forth in the temporary Global Note representing the Securities. We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary Global Note excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof. We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings or official enquiries are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings or enquiries. Dated: , 20[ ]1 Yours faithfully, [Euroclear Bank S.A./N.V. as operator of the Euroclear System] or [Clearstream Banking, societe anonyme] By:............................... CERTIFICATE “A” COUNTRYWIDE HOME LOANS, INC. [Title of Notes] (the “Securities”) This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States person(s)”), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a United States or foreign financial institution described in Clause (iii) above (whether or not also described in Clause (i) or (ii)) this is to further certify that such financial institution has not acquired the defined terms Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. If the Securities are of the category contemplated in Section 230.903(c)(2) of Regulation S under the Securities Act of 1933, as amended, (the “Act”) then this is also to certify that, except as set forth below, the Securities are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Securities in transactions which did not require registration under the Act. As used in this Deedparagraph, all capitalised terms have the following meaning: Act of God means an event or occurrence, due term “U.S. person” has the meaning given to natural causes, that in it by Regulation S under the Commonwealth's reasonable opinion: occurs independently of human intervention; is beyond the control of the Company; could not be foreseen by the Company; could not have been prevented, avoided, or overcome by the Company taking all reasonable steps; and could not reasonably have been prevented, avoided, or overcome by the Company before 1 July 2016Act.
Appears in 1 contract
Samples: Fourth Supplemental Trust (Countrywide Credit Industries Inc)
Authorised Officer. The Commonwealth's Authorised Officer is: Assistant Secretary Pharmaceutical Access Branch Pharmaceutical Benefits Division Department of Health MDP 1005 GPO Box 9848 Xxxxxxxx XXX 0000 Email XXXxxxXxxxxxxxxxxx@xxxxxx.xxx.xx The Administration Agency's Authorised Officer 1 Include where the relevant Issuer is Cadbury Schweppes. 2 Delete where the relevant Issuer is Cadbury Schweppes. Where the relevant Issuer is CSF or CSI, delete as appropriate. 3 Delete as applicable. Back to Contents [Conditions] [Conditions to be as set out in the First Schedule to this Trust Deed or such other form as may be agreed between the relevant Issuer, the Agent, the Trustee and the NDSS Administrator's Authorised Officer will relevant Dealer(s), but shall not be as notified in writing endorsed if not required by the Commonwealth. The Company's Authorised Officer is: relevant Stock Exchange] Back to Contents Pricing Supplement [INSERT] GIVING EFFECT TO THIS DEED Each party must do anything (including execute any document)Here to be set out the text of the relevant information supplementing, and must ensure that its employees and agents do anything (including execute any document), that replacing or modifying the other party may reasonably require to give full effect to this Deed. ANTI-COLLUSION The Company warrants that, except Conditions which appears in the Pricing Supplement relating to the extent requested by the Commonwealth, it has not entered into this Deed with any consultation, communication, contract, arrangement or understanding with any other CSO Distributor or the Administration Agency, other than: where the Company has an agreement that has been authorised by the Australian Competition Notes] Back to Contents PART IV FORM OF RECEIPT [CADBURY SCHWEPPES PUBLIC LIMITED COMPANY/ CADBURY SCHWEPPES FINANCE p.l.c./ CADBURY SCHWEPPES INVESTMENTS plc]1 [Specified Currency and Consumer Commission; or where the Company has communicated with a subcontractor Nominal Amount of Tranche] NOTES DUE [Year of Maturity] Series No. [ ] Receipt for the purpose sum of using [ ] being the subcontractor to assist in ensuring the Obligations under this Deed are met, and where the communication with the subcontractor is limited to the information required to facilitate that particular subcontract. In such a situation the Company agrees to notify the Administration Agency instalment of the full nature and extent of any agreements with other CSO Distributors or subcontractors principal payable in accordance with clause 17.3.1 of this Deed. If no such disclosure is made, the Company warrants that it has not entered into this Deed with any consultation, communication, contract, arrangement or understanding with any CSO Distributor or Terms and Conditions applicable to the Administration Agency, including but not limited to: prices; methods, factors or formulas used to calculate prices; the intention or decision to enter, or not enter, this Deed; the quality, quantity, specifications or delivery particulars of the goods and services Note to which this Deed relates; and Receipt appertains (the terms of the Deed"Conditions") on [ ]. The Company acknowledges that the Commonwealth has engaged the Company in reliance on this warranty. The Company agrees to promptly notify the Administration Agency if any of its Personnel, including directors and senior management, are or have ever been This Receipt is issued subject to proceedings, or an investigation, related to anti-competitive conduct in Australia or overseas. At a minimum, the information must include: the names of the parties to the proceedings; the case number; the general nature of the proceedings; and the outcome or current status of the proceedings. If the Company: fails to notify the Administration Agency in accordance with clause 29.2 the Conditions which shall be binding upon the holder of this Receipt (whether or clause 29.5; breaches not it is for the warranties provided under clause 29.1 time being attached to such Note) and is payable at the specified office of any of the Paying Agents set out on the reverse hereof (and/or any other or clause 29.3; is unable or unwilling further Paying Agents and/or specified offices as may from time to resolve or deal time be duly appointed and notified to the Noteholders). This Receipt must be presented for payment together with the anti-competitive conduct Note to which it appertains. The Issuer shall have no obligation in respect of any Receipt presented without the Note to which it appertains or any unmatured Receipts. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]2 1 Delete as reasonably required by applicable. 2 Include where the Administration Agency; or contravenes any or all original maturity of the anti-competitive provisions Notes is more than 365 days. Back to Contents PART V FORM OF COUPON On the front: [CADBURY SCHWEPPES PUBLIC LIMITED COMPANY/ CADBURY SCHWEPPES FINANCE p.l.c./ CADBURY SCHWEPPES INVESTMENTS plc]1 [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] Series No. [ ] [Coupon appertaining to a Note in the Competition denomination of [Specified Currency and Consumer Xxx 0000 (Cth) or equivalent LawsSpecified Denomination]].2 Part A [For Fixed Rate Notes: This Coupon is payable to bearer, the Commonwealth may Terminate this Deed under clause 24. The Commonwealth reserves the Right to disclose any information, including Confidential Information, with respect to anti-competitive conduct or suspected anti-competitive conduct of the Company, to the Australian Competition and Consumer Commission. OPERATION OF THIS DEED This Deed contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Deed and has no further effect. If this Deed is inconsistent with any other document or agreement between the parties, this Deed prevails to the extent of the inconsistency. Except as permitted under this Deed, variations to this Deed must be made by a Deed of Variation executed by the parties. Despite clause 30.3, the Commonwealth or the Administration Agency may relieve the Company from compliance with some or all of its Obligations under this Deed by notice in writing to the Company. Any relief given under this clause 30.4 will be for the period, separately negotiable and subject to the conditionsTerms and Conditions of the said Notes. Coupon for [ ] due on [ ], [ ]] Part B [For Floating Rate Notes or Indexed Interest Notes: Coupon for the amount due in accordance with the Terms and Conditions endorsed on, attached to or incorporated by reference into the said Notes on [the Interest Payment Date falling in [ ] [ ]/[ ]] This Coupon is payable to bearer, separately negotiable and subject to such Terms and Conditions, under which it may become void before its due date.] [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]3 2 Delete where the Notes are all of the same denomination. 3 Include where the original maturity of the Notes is more than 365 days. Back to Contents PART VI FORM OF TALON On the front: [CADBURY SCHWEPPES PUBLIC LIMITED COMPANY/ CADBURY SCHWEPPES FINANCE p.l.c./ CADBURY SCHWEPPES INVESTMENTS plc]1 [Specified Currency and Nominal Amount of Tranche] NOTES DUE [Year of Maturity] Series No. [ ] [Talon appertaining to a Note in the denomination of [Specified Currency and Specified Denomination]]2. On and after [ ] further Coupons [and a further Talon]3 appertaining to the Note to which this Talon appertains will be issued at the specified office of any of the Paying Agents set out in on the notice. SCHEDULE 1 - CSO COMPLIANCE REQUIREMENTS AND CSO SERVICE STANDARDS DEFINITIONS For reverse hereof (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to the purposes Noteholders) upon production and surrender of this ScheduleTalon. This Talon may, in addition certain circumstances, become void under the Terms and Conditions endorsed on the Note to which this Talon appertains. [ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.]4 1 Delete as applicable. 2 Delete where the defined terms in this Deed, Notes are all capitalised terms have the following meaning: Act of God means an event or occurrence, due to natural causes, that in the Commonwealth's reasonable opinion: occurs independently of human intervention; is beyond the control of the Company; could not be foreseen by the Company; could not have been prevented, avoided, or overcome by the Company taking all reasonable steps; and could not reasonably have been prevented, avoided, or overcome by the Company before 1 July 2016same denomination.
Appears in 1 contract
Samples: Cadbury Schweppes Public LTD Co
