Covenants of the Agents. 7.1 Each of the Agents covenants with the Corporation that:
Covenants of the Agents. The Agents:
Covenants of the Agents. (a) The Agents shall comply with all of their obligations under the Distribution Agreement.
Covenants of the Agents. Each Agent covenants with Global Funding:
Covenants of the Agents. Each Agent covenants and agrees with the Lead Agent and each other Agent as follows:
Covenants of the Agents. Each of the Agents covenants with the Corporation that (i) it will comply with the Securities Laws of the Offering Jurisdictions in which it solicits or procures subscriptions for Offered Securities in connection with the Offering, (ii) it will not solicit or procure subscriptions for Offered Securities so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdiction, and (iii) it will obtain from each Purchaser an executed subscription agreement in a form acceptable to the Corporation and the Agents, acting reasonably. Each of the Agents represents and warrants that it is, and, to the best of its knowledge, each member of any agency group formed by the Agents is, qualified to so act in the Offering Jurisdictions in which such member solicits or procures subscriptions for the Offered Securities.
Covenants of the Agents. (a) The Agents propose to solicit offers to purchase each series of Notes upon the terms and conditions set forth herein and in the General Disclosure Package and the Prospectus relating to such Notes, and any terms communicated to the Agents from time to time by the Purchasing Agent. For the purpose of such solicitations, the Agents will use the General Disclosure Package and the Prospectus relating to the particular Notes, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the Securities Act and the applicable securities laws or regulations of any jurisdiction. Westpac reserves the right, in its sole discretion, to suspend solicitations of offers to purchase the Notes at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally and confirmed in writing) from Westpac to the Agents, the Agents will suspend promptly solicitation of offers to purchase until such time as Westpac has advised the Agents that such solicitation may be resumed. Following any such notice, until such time as Westpac shall notify the Agents, telephonically or in writing, to recommence solicitation of purchases of the Notes, Westpac shall not be required to comply with the requirements of Section 4(a), (c) and (d) or Section 9 of this Agreement. Promptly after providing telephonic or written notice to the Agents to recommence such solicitation, Westpac shall provide the opinions, certificates and comfort letters required by Section 9 hereof and otherwise comply as applicable with Section 4 hereof. Neither the Purchasing Agent nor any other Agent shall be obligated to resume solicitations of offers to purchase Notes unless Westpac has complied with the provisions of Sections 4 and 9 hereof in full.
Covenants of the Agents. Each Agent severally, and not jointly, represents to and agrees with the Company that all sales of Notes by such Agent will comply with the selling restrictions set forth in the Prospectus or applicable Pricing Supplement relating to such Notes provided to such Agent prior to the Applicable Time.
Covenants of the Agents. 3.1 The Agents covenant with the Company that they will (and will use their reasonable efforts to cause the members of the Selling Group to ensure that they will): (i) conduct activities in connection with arranging for the sale and distribution of the Offered Securities in compliance with the Applicable Securities Laws; (ii) not solicit offers to purchase or sell the Offered Securities so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction (other than the Qualifying Provinces or the United States) including the United Kingdom, and not solicit offers to purchase or sell the Offered Securities in any jurisdiction outside of Canada or the United States where the solicitation or sale of the Offered Securities would result in any ongoing disclosure requirements in such jurisdiction, any registration requirements in such jurisdiction except for the filing of a notice or report of the solicitation or sale (including, without limitation, forms required to be filed with the United States Securities and Exchange Commission in connection with private placement sales), or where the Company may be subject to liability in connection with the sale of the Offered Securities which is materially more onerous than its liability under Applicable Securities Laws to which it is subject as at the date of this agreement;(iii) refrain from making use of any "green sheet" or other internal marketing document in respect of the Offered Securities without the approval of the Company and comply with the notice dated July 7, 1989 issued by the Ontario Securities Commission with respect to the use of "green sheets" and other marketing material during the waiting period under the SECURITIES ACT (Ontario); (iv) use all reasonable efforts to complete and to cause the members of the Selling Group to complete the distribution of the Offered Securities as soon as practicable and cooperate with the Company in its efforts to market the Offered Securities; (v) notify the Company when, in its opinion, the Selling Group has ceased distribution of the Offered Securities and, if required for regulatory compliance purposes, provide a breakdown of the number of Offered Securities distributed (A) in each of the Qualifying Provinces and (B) in any other jurisdictions; (vi) not make any representations or warranties in respect of the Company or the Offered Securities other than as set forth in the Final Prospectus and, if applicable, Supple...
Covenants of the Agents. Each Agent covenants with the Corporation that (i) it will comply with the Securities Laws of the Offering Jurisdictions in which it solicits or procures subscriptions for Offered Securities in connection with the Offering; (ii) it has not and will not solicit or procure subscriptions for Offered Securities so as to require the registration thereof or the filing of a prospectus, offering memorandum, registration statement or similar document with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction and no continuous disclosure or similar periodic filing obligation will be created for the Corporation as a result of the manner in which an Agent has solicited an offer to purchase or sold the Offered Securities; (iii) it will obtain from each Purchaser an executed Subscription Agreement in a form acceptable to the Corporation and the Agents, acting reasonably; and (iv) with respect to offers and sales of the Offered Securities to U.S. Purchasers, (A) it will make all offers and effect all sales of the Offered Securities prior to the expiration of the Distribution Compliance Period only in accordance with the provisions of Rule 903 or 904 of Regulation S, pursuant to registration of the Offered Securities under the U.S. Securities Act, or pursuant to an available exemption from the registration requirements of the U.S. Securities Act, and (B) it will send a confirmation or other notice to any Purchaser who purchases any Offered Securities during the Distribution Compliance Period stating that such Purchaser is subject to the same restrictions on offers and sales of the Purchased Shares that apply to such Agent. Each Agent represents and warrants that it is, and, to the best of its knowledge, each member of any selling group formed by the Agents shall be, qualified to so act in the Offering Jurisdictions in which such member solicits or procures subscriptions for the Offered Securities.
