Common use of CONTRACTUAL TERMS Clause in Contracts

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 18 June 2020 [, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant information. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circulars dated [21 November 2011 (and the supplement to it dated 5 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Offering Circular dated 18 June 2020[, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currency.]

Appears in 2 contracts

Samples: Euro Medium Term Note Programme, Euro Medium Term Note Programme

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CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 18 June 2020 [, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and 1 Legend to be included on front of the Final Terms Pricing Supplement if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 8 of the Prospectus Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. This document constitutes the Pricing Supplement for the Notes described herein. This document must be read in conjunction with the Offering Circular in order to obtain all dated 18 June 2020 [as supplemented by the relevant informationsupplement[s] dated [date[s]]] (the “Offering Circular”). Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms this Pricing Supplement and the Offering Circular. The Offering Circular is available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circulars Circular [dated [21 November 2011 (and the supplement to it dated 5 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Offering Circular dated 18 June 2020[, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are is incorporated by reference into in the Offering CircularCircular]2. Full information on Any reference in the Issuer[Conditions to "relevant Final Terms" shall be deemed to include a reference to "relevant Pricing Supplement", the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourgwhere relevant. [Include whichever of the following apply or specify as "Not Applicable” (N/A)". Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphssubparagraphs. Italics denote directions for completing the Final TermsPricing Supplement.] [If the Notes have a maturity of less than one year from their the date of their issue, the minimum denomination may [must/may] need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currency.] 1. (i) Issuer: [Securitas AB (publ)/Securitas Treasury Ireland Designated Activity Company] (ii) [Guarantor: Securitas AB (publ)]

Appears in 2 contracts

Samples: Euro Medium Term Note Programme, Euro Medium Term Note Programme

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 18 June 2020 13 February 2024[, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant information. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing on the website of Euronext Dublin (xxxxx://xxxx.xxxxxxxx.xxx/en/markets/dublin) and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circulars dated [21 November 2011 (and the supplement to it dated 5 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 20182018 / 18 June 2020 / 9 April 2021 / 15 November 2022]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Offering Circular dated 18 June 202013 February 2024[, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin 4 The reference to the UK MiFIR product governance legend may not be necessary if the managers in relation to the Notes are also not subject to UK MiFIR and during normal business hours at therefore there are no UK MiFIR manufacturers. Depending on the registered office location of the Issuer and from manufacturers, there may be situations where either the specified office of MiFID II product governance legend or the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply UK MiFIR product governance legend or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Termsboth are included.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currency.]

Appears in 2 contracts

Samples: Euro Medium Term Note Programme, Euro Medium Term Note Programme

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 18 June 2020 [, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant information. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circulars Prospectus dated 18 June 2019 [21 November 2011 (and the supplement Prospectus supplement[s] dated [ ]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of Directive 2003/71/EC, as amended or 1 Relevant Dealer(s) to it dated 5 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018consider whether it/they have received the necessary product classification from the Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA. superseded, and includes any relevant implementing measures in a Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Notes Covered Bonds described herein [for the purposes of Article 8 5.4 of the Prospectus Regulation Directive] and must be read in conjunction with the Offering Circular dated 18 June 2020such Prospectus [, as supplemented by the supplement[s] to the Offering Circular dated [date of supplementso supplemented][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes Covered Bonds is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. Copies of [The Prospectus [and the Offering Circular are Prospectus supplement[s]]], together with these Final Terms and all documents incorporated by reference therein, [is] [are] available for viewing on the website of Euronext Dublin the Luxembourg Stock Exchange at xxxxx://xxx.xxxxxx.xx under the name Canadian Imperial Bank of Commerce and during normal business hours at the registered office headline “Documents” and copies may be obtained from the specified offices of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain Agent, as set out at the end of this Prospectus. (iii) Date on which the Covered Bonds become fungible: [Not Applicable]/[The Covered Bonds shall be consolidated, form a single series and be interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of the Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], even if “Not Applicable” which is indicated for individual paragraphs expected to occur on or sub-paragraphs. Italics denote directions for completing the Final Termsabout [ ]]].] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currency.]

Appears in 1 contract

Samples: Dealership Agreement

CONTRACTUAL TERMS. The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Covered Bonds in any Member State of the European Economic Area which has implemented the Prospectus Directive 2003/71/EC (the Prospectus Directive) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Covered Bonds. Accordingly any person making or intending to make an offer in that Relevant Member State of the Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Covered Bonds in any other circumstances. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular Prospectus dated 18 June 2020 5 November 2010 [, as supplemented by and the supplement[s] supplement to the Offering Circular Prospectus dated [date of supplement][ and [date of supplement],insert date]] which ([together,] constitute[s] a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”Prospectus). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant informationProspectus. Full information on the Issuer[, Issuer and the Guarantor] Covered Bond Guarantor and the offer of the Notes Covered Bonds is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. [The Offering Circular Prospectus is available for viewing on the website available, free of Euronext Dublin and during normal business hours charge, at the registered office of the Issuer and copies may be obtained, free of charge, from the specified registered office of the Issuing and Principal Paying Agent in Luxembourg. at Level 0, 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxxx.] [The following alternative language applies if the first Tranche tranche of an issue which is being increased was issued under an Offering Circular Prospectus with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions) set forth in the Offering Circulars Prospectus dated [21 November 2011 (original date] [and the supplement to it the Prospectus dated 5 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018[insert date]]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Offering Circular Prospectus dated 18 June 20205 November 2010 [, as supplemented by and the supplement[s] supplement to the Offering Circular Prospectus dated [date insert date]], save in respect of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into extracted from the Offering CircularProspectus dated [original date] [and the supplement to the Prospectus dated [insert date]] and are attached hereto. Full information on the Issuer[, Issuer and the Guarantor] Covered Bond Guarantor and the offer of the Notes Covered Bonds is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus(es) dated 5 November 2010 and [original date] [and the supplement to the Prospectus(es) dated [insert date] and [insert date]]. Copies of such Prospectuses [and supplement to the Offering Circular Prospectus[es]] are available for viewing on the website available, free of Euronext Dublin and during normal business hours charge, at the registered office of the Issuer and copies may be obtained, free of charge, from the specified registered office of the Issuing and Principal Paying Agent in Luxembourgat Level 0, 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxxx. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note Covered Bond that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphssubparagraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currency.]

Appears in 1 contract

Samples: Covered Bond Programme

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Offering Circular Prospectus dated 18 June 2020 12 September 2014 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”)Directive. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive – remove for unlisted Notes] and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant informationProspectus. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Offering Circular is available for viewing Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourghxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an a Prospectus or Offering Circular with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in and extracted from the Prospectus/Offering Circulars Circular dated [21 November 2011 (original date] and which are incorporated by reference in the supplement to it Prospectus dated 5 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]2014. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive – remove for unlisted Notes] and must be read in conjunction with the Offering Circular Prospectus dated 18 June 202012 September 2014, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering CircularDirective. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. Copies A summary of the Offering Circular are available for viewing Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. hxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html.] [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or (in which case the sub-paragraphsparagraphs of the paragraphs which are not applicable can be deleted). Italics denote directions guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [If (ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes have will be consolidated and form a maturity single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of less than one year from their date the Series] on [insert date/the Issue Date/exchange of issuethe Temporary Global Note for interests in the Permanent Global Note, the minimum denomination may need as referred to be the higher of €125,000 and £100,000, in paragraph 23 below [which is expected to occur on or such an equivalent amount in any other currencyabout [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ] [(ii)] Tranche: [ ]

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June 2020 11 September 2015 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”)Directive. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive – remove for unlisted Notes] and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant informationProspectus. Full information on the IssuerIssuer and 8 Include this wording where a Non-exempt Offer of Notes is anticipated. the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Prospectus has been published on the website of the London Stock Exchange at hxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under a Prospectus or Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Prospectus/Offering Circular dated [original date] and which are incorporated by reference in the Prospectus dated 11 September 2015. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive – remove for unlisted Notes] and must be read in conjunction with the Prospectus dated 11 September 2015, including the GuarantorConditions which are incorporated by reference in it [and the supplement[s] to it dated [date] [and [date]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which constitutes a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Offering Circular is available for viewing Prospectus has been published on the website of Euronext Dublin the London Stock Exchange at hxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html.] The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and during normal business hours at includes any relevant implementing measure (for the registered office purpose of the Issuer Prospectus, [the Terms and from the specified office Conditions of the Issuing and Principal Paying Agent in Luxembourg. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) Notes set forth in the Offering Circulars dated [21 November 2011 (and the supplement to it dated 5 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Offering Circular dated 18 June 2020[, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the GuarantorProspectus]/[the Conditions] and the offer of the Notes is only available on the basis of the combination of these Final Terms and Terms) in the Offering Circular. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourgrelevant Member State. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or (in which case the sub-paragraphsparagraphs of the paragraphs which are not applicable can be deleted). Italics denote directions guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [If (ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes have will be consolidated and form a maturity single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of less than one year from their date the Series] on [insert date/the Issue Date/exchange of issuethe Temporary Global Note for interests in the Permanent Global Note, the minimum denomination may need as referred to be the higher of €125,000 and £100,000, in paragraph 25 below [which is expected to occur on or such an equivalent amount in any other currencyabout [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ]

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June 2020 16 September 2022 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation as amended (and the “Offering Circular”)UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA UK Prospectus Regulation and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular Prospectus in order to obtain all the relevant information. Full information on A summary of the Issuer[, the Guarantor] and the offer issue of the Notes is only available annexed to these Final Terms. The Prospectus has been published on the basis website of the combination of these Final Terms London Stock Exchange at xxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/exchange/news/market-news/market-news-home.html and the Offering Circular. The Offering Circular is available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourgxxxxx://xxxx.xxxxxxxx.xxx/en/markets/dublin. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular a Prospectus with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Offering Circulars Prospectus dated [21 November 2011 (17 September 2021/18 September 2020/13 September 2019/14 September 2018] and which are incorporated by reference in the supplement to it Prospectus dated 5 16 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]2022. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and the UK Prospectus Regulation and must be read in conjunction with the Offering Circular Prospectus dated 18 June 202016 September 2022, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the Guarantor] and the offer UK Prospectus Regulation in order to obtain all the relevant information. A summary of the issue of the Notes is only available annexed to these Final Terms. The Prospectus has been published on the basis website of the combination of these Final Terms London Stock Exchange at xxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/exchange/news/market-news/market-news-home.html and the Offering Circular. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currencyxxxxx://xxxx.xxxxxxxx.xxx/en/markets/dublin.]

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June 2020 9 September 2016 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation Directive (as amended (the “Offering Circular”defined below). This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive – remove for unlisted Notes] and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant informationProspectus. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. The Offering Circular is available for viewing Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourghxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an a Prospectus or Offering Circular with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Prospectus/Offering Circulars Circular dated [21 November 2011 (original date] and which are incorporated by reference in the supplement to it Prospectus dated 5 9 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]2016. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive (as defined below) – remove for unlisted Notes] and must be read in conjunction with the Offering Circular Prospectus dated 18 June 20209 September 2016, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering CircularDirective. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. Copies of the Offering Circular are available for viewing The Prospectus has been published on the website of Euronext Dublin the London Stock Exchange at hxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html.] The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and during normal business hours at includes any relevant implementing measure (for the registered office purpose of the Issuer Prospectus, [the Terms and from the specified office Conditions of the Issuing Notes set forth in the Prospectus]/[the Conditions] and Principal Paying Agent these Final Terms) in Luxembourgthe relevant Member State. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or (in which case the sub-paragraphsparagraphs of the paragraphs which are not applicable can be deleted). Italics denote directions guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [If (ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes have will be consolidated and form a maturity single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of less the Series] on [insert date/the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 25 below [which is expected to occur on or about [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ] [(ii)] Tranche: [ ] 5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus [ ] days’ accrued interest in respect of the period from, and including, [insert date] to, but excluding, [insert date] (if applicable)] (i) Specified Denominations: [ ] [[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form will be issued with a denomination above [€199,000].] (ii) Calculation Amount: [ ] (If there is only one Specified Denomination, insert the Specified Denomination. If there is more than one year from their date Specified Denomination insert the highest common factor of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currency.]those Specified Denominations. N.

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under “Terms and Conditions of the Notes” in the Offering Circular Base Prospectus dated 18 June 2020 September 28, 2006 [, as supplemented by and the supplement[sSupplementary Prospectus dated l ] to the Offering Circular dated [date of supplement][ and [date of supplement],]] (1) which [together] ], excluding all information incorporated by reference other than the Reports and any information included in any Supplementary Prospectus constitute[s] a base prospectus for the purposes of the Prospectus Regulation as amended Directive (Directive 2003/71/EC) (the “Offering CircularProspectus Directive”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain such Base Prospectus [as so supplemented], including all the relevant informationdocuments incorporated by reference therein. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularBase Prospectus. The Offering Circular is Base Prospectus [and] [the Supplementary Prospectus] [is] [are] available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and copies may be obtained from the specified principal office in London, England of JPMorgan Chase Bank, N.A., the Issuing issuing and Principal Paying Agent in Luxembourg. [principal paying agent for the Notes, at Txxxxxx Xxxxx, 0 Xxxxxx Xxxx Street, London E1W 1YT and at wxx.xxxxxxxxxxxxxxxxxxx.xxx.(2) The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular Circular/ Base Prospectus with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under “Terms and Conditions of the Notes” in the Base Prospectus dated September 28, 2006 [and the Supplementary Prospectus dated l ] (1) which [together], excluding all information incorporated by reference other than the Reports and any information contained in any Supplementary Prospectus, constitute[s] a base prospectus for the purposes of the Prospectus Directive, (Directive 2003/71/EC) (the “ConditionsProspectus Directive”) set forth (3) save in respect of the Conditions which are extracted from the [Offering Circulars Circular] [Base Prospectus] dated [ l ] [21 November 2011 (and the supplement to it Supplementary [Offering Circular[s]] [Base Prospectus[s]] dated 5 September 2012l ] (1) / 12 September 2013 / 29 February 2016 / 21 February 2018]and are attached hereto. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive and must be read in conjunction with the Offering Circular Base Prospectus dated 18 June 2020September 28, 2006 [, as supplemented by the supplement[sso supplemented] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”1), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus dated September 28, 2006 [and the [Offering Circular] [Base Prospectus] [and] [Supplementary Offering Circular[s]] [Supplementary Prospectus] dated l ] (1). Copies of The [Offering Circular] [and] [Base Prospectus] [and [Supplementary Offering Circular[s]] [the Offering Circular Supplementary Prospectus][es]] are available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and copies may be obtained from the specified principal office in London, England of JPMorgan Chase Bank, N.A., the Issuing issuing and Principal Paying Agent in Luxembourg. principal paying agent for the Notes, at Txxxxxx Xxxxx, 0 Xxxxxx Xxxx Street, London E1W 1YT and at wxx.xxxxxxxxxxxxxxxxxxx.xxx.(2) [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions guidance for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000When completing any Final Terms, or such an equivalent amount in adding any other currencyfinal terms or information, consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June 2020 17 September 2021 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation as amended (and the “Offering Circular”)UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA UK Prospectus Regulation and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular Prospectus in order to obtain all the relevant information. Full information on A summary of the Issuer[, the Guarantor] and the offer issue of the Notes is only available annexed to these Final Terms. The Prospectus has been published on the basis website of the combination of these Final Terms London Stock Exchange at hxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html and the Offering Circular. The Offering Circular is available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourghxxxx://xxxx.xxxxxxxx.xxx/xx/markets/dublin. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular a Prospectus with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Offering Circulars Prospectus dated [21 November 2011 (18 September 2020/13 September 2019/14 September 2018] and which are incorporated by reference in the supplement to it Prospectus dated 5 17 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]2021. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and the UK Prospectus Regulation and must be read in conjunction with the Offering Circular Prospectus dated 18 June 202017 September 2021, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the Guarantor] and the offer UK Prospectus Regulation in order to obtain all the relevant information. A summary of the issue of the Notes is only available annexed to these Final Terms. The Prospectus has been published on the basis website of the combination of these Final Terms London Stock Exchange at hxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html and the Offering Circular. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currencyhxxxx://xxxx.xxxxxxxx.xxx/xx/markets/dublin.]

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June 2020 9 September 2016 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”)Directive. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive – remove for unlisted Notes] and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant informationProspectus. Full information on the IssuerIssuer and 8 Include this wording where a Non-exempt Offer of Notes is anticipated. the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Prospectus has been published on the website of the London Stock Exchange at hxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under a Prospectus or Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Prospectus/Offering Circular dated [original date] and which are incorporated by reference in the Prospectus dated 9 September 2016. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive – remove for unlisted Notes] and must be read in conjunction with the Prospectus dated 9 September 2016, including the GuarantorConditions which are incorporated by reference in it [and the supplement[s] to it dated [date] [and [date]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which constitutes a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Offering Circular is available for viewing Prospectus has been published on the website of Euronext Dublin the London Stock Exchange at hxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html.] The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and during normal business hours at includes any relevant implementing measure (for the registered office purpose of the Issuer Prospectus, [the Terms and from the specified office Conditions of the Issuing and Principal Paying Agent in Luxembourg. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) Notes set forth in the Offering Circulars dated [21 November 2011 (and the supplement to it dated 5 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Offering Circular dated 18 June 2020[, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the GuarantorProspectus]/[the Conditions] and the offer of the Notes is only available on the basis of the combination of these Final Terms and Terms) in the Offering Circular. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourgrelevant Member State. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or (in which case the sub-paragraphsparagraphs of the paragraphs which are not applicable can be deleted). Italics denote directions guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [If (ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes have will be consolidated and form a maturity single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of less than one year from their date the Series] on [insert date/the Issue Date/exchange of issuethe Temporary Global Note for interests in the Permanent Global Note, the minimum denomination may need as referred to be the higher of €125,000 and £100,000, in paragraph 25 below [which is expected to occur on or such an equivalent amount in any other currencyabout [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ] [(ii)] Tranche: [ ] 5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus [ ] days’ accrued interest in respect of the period from and including [insert date] to, but excluding [insert date] (if applicable)] (i) Specified Denominations: [ ] [N.

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June 2020 14 September 2018 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation Directive (as amended (the “Offering Circular”defined below). This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive – remove for unlisted Notes] and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant informationProspectus. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. The Offering Circular is available for viewing Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourgxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/exchange/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an a Prospectus or Offering Circular with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Prospectus/Offering Circulars Circular dated [21 November 2011 (original date] and which are incorporated by reference in the supplement to it Prospectus dated 5 14 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive (as defined below) – remove for unlisted Notes] and must be read in conjunction with the Offering Circular Prospectus dated 18 June 202014 September 2018, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering CircularDirective. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currency.]The Prospectus has been

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 18 June 2020 9 April 2021[, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant information. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circulars dated [21 November 2011 (and the supplement to it dated 5 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 20182018 / 18 June 2020]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Offering Circular dated 18 June 20209 April 2021[, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currency.]

Appears in 1 contract

Samples: Euro Medium Term Note Programme

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CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June 2020 15 September 2023 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation as amended (and the “Offering Circular”)UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA UK Prospectus Regulation and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular Prospectus in order to obtain all the relevant information. Full information on A summary of the Issuer[, the Guarantor] and the offer issue of the Notes is only available annexed to these Final Terms. The Prospectus has been published on the basis website of the combination of these Final Terms London Stock Exchange at hxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxx?tab=news-explorer and the Offering Circular. The Offering Circular is available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourghxxxx://xxxx.xxxxxxxx.xxx/xx/markets/dublin. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular a Prospectus with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Offering Circulars Prospectus dated [21 November 2011 (16 September 2022/17 September 2021/18 September 2020/13 September 2019/14 September 2018] and which are incorporated by reference in the supplement to it Prospectus dated 5 15 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]2023. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and the UK Prospectus Regulation and must be read in conjunction with the Offering Circular Prospectus dated 18 June 202015 September 2023, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the Guarantor] and the offer UK Prospectus Regulation in order to obtain all the relevant information. A summary of the issue of the Notes is only available annexed to these Final Terms. The Prospectus has been published on the basis website of the combination of these Final Terms London Stock Exchange at hxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxx?tab=news-explorer and the Offering Circular. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currencyhxxxx://xxxx.xxxxxxxx.xxx/xx/markets/dublin.]

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Offering Circular Prospectus dated 18 June 2020 13 September 2013 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”)Directive. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive – remove for unlisted Notes] and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant informationProspectus. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Offering Circular is available for viewing Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourgxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/exchange/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an a Prospectus or Offering Circular with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in and extracted from the Prospectus/Offering Circulars Circular dated [21 November 2011 (original date] and which are incorporated by reference in the supplement to it Prospectus dated 5 13 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]2013. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive – remove for unlisted Notes] and must be read in conjunction with the Offering Circular Prospectus dated 18 June 202013 September 2013, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering CircularDirective. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. Copies A summary of the Offering Circular are available for viewing Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourgxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/exchange/news/market-news/market-news-home. html.] [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or (in which case the sub-paragraphsparagraphs of the paragraphs which are not applicable can be deleted). Italics denote directions guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [If (ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes have will be consolidated and form a maturity single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of less than one year from their date the Series] on [insert date/the Issue Date/exchange of issuethe Temporary Global Note for interests in the Permanent Global Note, the minimum denomination may need as referred to be the higher of €125,000 and £100,000, in paragraph 23 below [which is expected to occur on or such an equivalent amount in any other currencyabout [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ] [(ii)] Tranche: [ ]

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Offering Circular Prospectus dated 18 June 2020 [, 9 September 2011 (as supplemented by the supplement[s] from time to the Offering Circular dated [date of supplement][ and [date of supplement],]] time) which [together] constitute[s] constitutes a base prospectus (the Prospectus) for the purposes of the Prospectus Regulation as amended Directive (Directive 2003/71/EC) (the “Offering Circular”Prospectus Directive). This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant informationProspectus. Full information on the Issuer[, Issuer and the Guarantor] LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Offering CircularProspectus. The Offering Circular is Copies of the Prospectus are available for viewing on free of charge to the website of Euronext Dublin and during normal business hours public at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes each of the Conditions Paying Agents. (a) Issuer: Santander UK plc (b) Guarantor: Abbey Covered Bonds LLP 2. (a) Series Number: 42 (b) Tranche Number: 1 1 Reference is made to the “Conditions”) set forth Consent Solicitation Memorandum dated 26 November 2020. If the initial Meeting in the Offering Circulars dated [21 November 2011 (and the supplement to it dated 5 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]. This document constitutes the Final Terms respect of the Notes described herein for Series 42 Covered Bonds is adjourned or the purposes Extraordinary Resolution in respect of Article 8 of the Prospectus Regulation and must be read in conjunction with the Offering Circular dated 18 June 2020[, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the Guarantor] and the offer of the Notes such Series is only available on the basis of the combination of these Final Terms and the Offering Circular. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin and during normal business hours approved at the registered office of initial Meeting but the Eligibility Condition is not satisfied, an adjourned Meeting will be convened by the Issuer and from the specified office Effective Date of the Issuing and Principal Paying Agent in Luxembourg. [Include whichever proposed amendments to the Series 42 Covered Bonds will be amended to the Interest Payment Date immediately following the approval of the following apply Extraordinary Resolution at such adjourned Meeting and the satisfaction of the Eligibility Condition. As a result thereof, references in the above Floating Rate Covered Bond Provisions to "23 December 2020" and "23 March 2021" will be updated accordingly. 3. Specified Currency or specify as “Not Applicable” Currencies: Sterling (N/AGBP). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currency.]

Appears in 1 contract

Samples: Intercompany Loan Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 18 June 2020 15 November 2022[, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant information. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing on the website of Euronext Dublin and during normal business hours at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circulars dated [21 November 2011 (and the supplement to it dated 5 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 20182018 / 18 June 2020 / 9 April 2021]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Offering Circular dated 18 June 202015 November 2022[, as supplemented by the supplement[s] to the Offering Circular dated [date of supplement][ and [date of supplement],]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. Copies of the Offering Circular are available for viewing on the website of Euronext Dublin and during normal business hours at 4 The reference to the registered office UK MiFIR product governance legend may not be necessary if the managers in relation to the Notes are also not subject to UK MiFIR and therefore there are no UK MiFIR manufacturers. Depending on the location of the Issuer and from manufacturers, there may be situations where either the specified office of MiFID II product governance legend or the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply UK MiFIR product governance legend or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Termsboth are included.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currency.]

Appears in 1 contract

Samples: Euro Medium Term Note Programme

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June 2020 13 September 2019 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (as amended (the “Offering Circular”defined below). This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 of the Prospectus Regulation – remove for unlisted Notes] and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular Prospectus in order to obtain all the relevant information. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourgxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/exchange/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an a Prospectus or Offering Circular with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Prospectus/Offering Circulars Circular dated [21 November 2011 (original date] and which are incorporated by reference in the supplement to it Prospectus dated 5 13 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]2019. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 of the Prospectus Regulation (as defined below) – remove for unlisted Notes] and must be read in conjunction with the Offering Circular Prospectus dated 18 June 202013 September 2019, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (in 4 Insert “prescribed capital market products” and “Excluded Investment Products” or, if not, amend Singapore product classification. 5 Relevant Dealer(s) to consider whether it/they have received the “Offering Circular”), including necessary Singapore product classification from the Conditions which are incorporated by reference into Issuer prior to the Offering Circular. Full information on the Issuer[, the Guarantor] and the offer launch of the Notes is only available on the basis offer, pursuant to Section 309B of the combination of these Final Terms and SFA. order to obtain all the Offering Circularrelevant information. Copies of the Offering Circular are available for viewing The Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currencyxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/exchange/news/market-news/market-news-home.html.]

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June 2020 8 September 2017 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”)Directive. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive – remove for unlisted Notes] and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant informationProspectus. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Offering Circular is available for viewing Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourgxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/exchange/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an a Prospectus or Offering Circular with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Prospectus/Offering Circulars Circular dated [21 November 2011 (original date] and which are incorporated by reference in the supplement to it Prospectus dated 5 8 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]2017. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive – remove for unlisted Notes] and must be read in conjunction with the Offering Circular Prospectus dated 18 June 20208 September 2017, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering CircularDirective. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. Copies A summary of the Offering Circular are available for viewing Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Prospectus has been published on the website of Euronext Dublin the London Stock Exchange at xxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/exchange/news/market-news/market-news-home.html.] The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and during normal business hours at includes any relevant implementing measure (for the registered office purpose of the Issuer Prospectus, [the Terms and from the specified office Conditions of the Issuing Notes set forth in the Prospectus]/[the Conditions] and Principal Paying Agent these Final Terms) in Luxembourgthe relevant Member State. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or (in which case the sub-paragraphsparagraphs of the paragraphs which are not applicable can be deleted). Italics denote directions guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [If (ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes have will be consolidated and form a maturity single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of less than one year from their date the Series] on [insert date/the Issue Date/exchange of issuethe Temporary Global Note for interests in the Permanent Global Note, the minimum denomination may need as referred to be the higher of €125,000 and £100,000, in paragraph 25 below [which is expected to occur on or such an equivalent amount in any other currencyabout [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ] [(ii)] Tranche: [ ] 5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus [ ] days’ accrued interest in respect of the period from and including [insert date] to, but excluding [insert date] (if applicable)] (i) Specified Denominations: [ ] [N.

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June 2020 13 September 2019 [and the 2 Insert “prescribed capital market products” and “Excluded Investment Products” or, as supplemented by if not, amend Singapore product classification. 3 Relevant Dealer(s) to consider whether it/they have received the necessary product classification from the Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA. 4 Include this wording where a Non-exempt Offer of Notes is anticipated. supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation as amended (the “Offering Circular”)Regulation. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 of the Prospectus Regulation – remove for unlisted Notes] and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular Prospectus in order to obtain all the relevant information. Full information on A summary of the Issuer[, the Guarantor] and the offer issue of the Notes is only available on the basis of the combination of annexed to these Final Terms and the Offering CircularTerms. The Offering Circular is available for viewing Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourgxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/exchange/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an a Prospectus or Offering Circular with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Prospectus/Offering Circulars Circular dated [21 November 2011 (original date] and which are incorporated by reference in the supplement to it Prospectus dated 5 13 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]2019. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 of the Prospectus Regulation – remove for unlisted Notes] and must be read in conjunction with the Offering Circular Prospectus dated 18 June 202013 September 2019, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (in order to obtain all the “Offering Circular”), including relevant information. A summary of the Conditions which are incorporated by reference into the Offering Circular. Full information on the Issuer[, the Guarantor] and the offer issue of the Notes is only available on the basis of the combination of annexed to these Final Terms and the Offering CircularTerms. Copies of the Offering Circular are available for viewing The Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currencyxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/exchange/news/market-news/market-news-home.html.]

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June September 2020 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (as amended (the “Offering Circular”defined [above/below]). This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 of the Prospectus Regulation – remove for unlisted Notes] and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular Prospectus in order to obtain all the relevant information. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular is available for viewing Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourghxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an Offering Circular a Prospectus with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Offering Circulars Prospectus dated [21 November 2011 (13 September 2019/14 September 2018/8 September 2017/9 September 2016/11 September 2015/12 September 2014] and which are incorporated by reference in the supplement to it Prospectus dated 5 18 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]2020. This document constitutes the Final Terms of the Notes [described herein for the 1 Insert “prescribed capital market products” and “Excluded Investment Products” or, if not, amend Singapore product classification. 2 Relevant Dealer(s) to consider whether it/they have received the necessary Singapore product classification from the Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA. purposes of Article 8 of the Prospectus Regulation (as defined [above/below]) – remove for unlisted Notes] and must be read in conjunction with the Offering Circular Prospectus dated 18 June September 2020, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (in order to obtain all the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering Circularrelevant information. Full information on the Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. Copies of the Offering Circular are available for viewing The Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourg. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.] [If the Notes have a maturity of less than one year from their date of issue, the minimum denomination may need to be the higher of €125,000 and £100,000, or such an equivalent amount in any other currencyhxxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html.]

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Offering Circular Prospectus dated 18 June 2020 11 September 2015 [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation Directive (as amended (the “Offering Circular”defined below). This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive – remove for unlisted Notes] and 1 Legend to be included on front of the Final Terms if the Notes potentially constitute “packaged” products or the issuer wishes to prohibit offers to EEA and UK retail investors for any other reason, in which case the selling restriction should be specified to be “Applicable”. must be read in conjunction with the Offering Circular in order to obtain all the relevant informationProspectus. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. The Offering Circular is available for viewing Prospectus has been published on the website of Euronext Dublin and during normal business hours the London Stock Exchange at the registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent in Luxembourghxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under an a Prospectus or Offering Circular with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Prospectus/Offering Circulars Circular dated [21 November 2011 (original date] and which are incorporated by reference in the supplement to it Prospectus dated 5 11 September 2012) / 12 September 2013 / 29 February 2016 / 21 February 2018]2015. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 8 5.4 of the Prospectus Regulation Directive (as defined below) – remove for unlisted Notes] and must be read in conjunction with the Offering Circular Prospectus dated 18 June 202011 September 2015, including the Conditions which are incorporated by reference in it [, as supplemented by and the supplement[s] to the Offering Circular it dated [date of supplement][ date] [and [date of supplementdate]], including all documents incorporated by reference ([the Prospectus as so supplemented,]] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Regulation (the “Offering Circular”), including the Conditions which are incorporated by reference into the Offering CircularDirective. Full information on the Issuer[, the Guarantor] Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering CircularProspectus. Copies of the Offering Circular are available for viewing The Prospectus has been published on the website of Euronext Dublin the London Stock Exchange at hxxx://xxx.xxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxx/news/market-news/market-news-home.html.] The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and during normal business hours at includes any relevant implementing measure (for the registered office purpose of the Issuer Prospectus, [the Terms and from the specified office Conditions of the Issuing Notes set forth in the Prospectus]/[the Conditions] and Principal Paying Agent these Final Terms) in Luxembourgthe relevant Member State. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or (in which case the sub-paragraphsparagraphs of the paragraphs which are not applicable can be deleted). Italics denote directions guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [If (ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes have will be consolidated and form a maturity single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of less than one year from their date the Series] on [insert date/the Issue Date/exchange of issuethe Temporary Global Note for interests in the Permanent Global Note, the minimum denomination may need as referred to be the higher of €125,000 and £100,000, in paragraph 25 below [which is expected to occur on or such an equivalent amount in any other currencyabout [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ] [(ii)] Tranche: [ ]

Appears in 1 contract

Samples: Agency Agreement (Toyota Motor Credit Corp)

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