Covenants of the Republic. The Republic agrees with each of the several Underwriters as follows: (a) The Republic will notify the Representatives promptly if at any time prior to payment of the Purchase Price to the Republic and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Representatives may reasonably require to remedy the fact. (b) Promptly after the execution and delivery of this Agreement and the effective date of the Registration Statement, the Republic will file the Prospectus Supplement, in a form approved by the Representatives, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the offering of the Securities. The Republic will furnish to the Representatives prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Final Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act. (c) During such period (not exceeding nine months) after the commencement of the offering of the Securities as the Underwriters or any dealer may be required by law to deliver a prospectus, if any event relating to or affecting the Republic, or of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the offering of the Securities, the Republic, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus, or supplements or amendments to the Final Prospectus, complying with Section 10(a) of the Securities Act. (d) The Republic will use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior to the Closing Date and to satisfy all conditions precedent to the delivery by it of the Securities. (e) The Republic will advise the Representatives promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof. (f) The Republic will take such actions as the Representatives may reasonably request to qualify the Securities for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Representatives may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that the Republic shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or to file a general consent to service of process in any jurisdiction. (i) The payment by Peru of principal of or interest on the Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts ("Additional Amounts") as may be necessary in order to ensure that the net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable in respect of the Securities in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (c) by reason of the failure of such holder to present such holder's Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder. (ii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security. (h) From the date hereof through the period ending 30 days after the Closing Date, the Republic will ensure that no other dollar-denominated debt securities of the Republic (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Representatives, have a detrimental effect on the successful offering and distribution of the Securities, unless the Representatives otherwise agree in writing.
Appears in 1 contract
Covenants of the Republic. The Republic agrees with each of the several Underwriters as followsUnderwriters:
(a) The Republic will notify To prepare one or more Prospectus Supplements in a form approved by you and to file any such Prospectus Supplements pursuant to Rule 424(b) under the Representatives Act not later than the Commission’s close of business on the second business day following the date hereof, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to advise you, promptly if at any time prior to payment after it receives notice thereof, of the Purchase Price to issuance by the Republic and fulfillment Commission of all any stop order or of any order preventing or suspending the use of any Prospectus or Prospectus Supplements, of the conditions precedent set forth in Section 9 anything occurs which renders suspension of the qualification of the Securities for offering or may render untrue or incorrect sale in any material respect jurisdiction in the United States or any other jurisdiction, of the representations and warranties contained in Section 5 and will forthwith take initiation or threatening of any proceeding for any such steps as purpose, or of any request by the Representatives may reasonably require to remedy Commission for the fact.
(b) Promptly after the execution and delivery of this Agreement and the effective date amending or supplementing of the Registration Statement, the Republic will file Basic Prospectus, or the Prospectus Supplementor Prospectus Supplements or for additional information; and, in a form approved by the Representatives, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 event of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the offering of the Securities. The Republic will furnish to the Representatives prior to the filing thereof with the Commission, a copy issuance of any amendment stop order or supplement of any order preventing or suspending the use of any Prospectus or Prospectus Supplements or suspending any such qualification, to promptly use its best efforts to obtain the Registration Statement, the Prospectus Supplement or the Final Prospectus withdrawal of such order;
(other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securitiesb) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter Promptly from time to time to take such action as many copies of the Final Prospectus as any of the Underwriters or dealers you may reasonably request for the purposes required by to qualify the Securities Act.for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Republic shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;
(c) During To furnish the Underwriters with copies of the Prospectus in such period (not exceeding quantities as you may from time to time reasonably request, and, if the delivery of a prospectus is required at any time prior to the expiration of nine months) months after the commencement time of issue of the Prospectus in connection with the offering or sale of the Securities as the Underwriters or any dealer may be required by law to deliver a prospectus, and if at such time any event relating to or affecting the Republic, or shall have occurred as a result of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to Prospectus as then amended or supplemented would include an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading (misleading, or, if for any other reason it shall be necessary during such time period to amend or supplement the purchaser not knowing Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such untruth statement or omission). In omission or effect such compliance; and in case any Underwriter or dealer is required to deliver a prospectus in connection with sales of any of the Securities at any time nine months or more after the expiration time of nine months after the commencement issue of the offering of the Securities, the RepublicProspectus, upon your request but at the request expense of such Underwriter or dealerUnderwriter, will furnish to prepare and deliver to such Underwriter as many copies as you may request of an amended or dealer, a reasonable quantity of a supplemented or amended Final Prospectus, or supplements or amendments to the Final Prospectus, Prospectus complying with Section 10(a10(a)(3) of the Securities Act.;
(d) The Without prejudice to its obligations under Section 5(c) above, the Republic will use notify the Underwriters promptly of any change affecting any of its best efforts promptly to do representations, warranties, agreements and perform all things to be done and performed by it hereunder indemnities herein at any time prior to payment being made to the Republic on the Closing Date and take such steps as may be reasonably requested by the Underwriters to satisfy all conditions precedent to remedy and/or publicize the delivery by it of the Securities.same;
(e) The Between the date hereof and the Closing Date (both dates inclusive) the Republic will advise not without the Representatives promptly prior approval of the filing Underwriters (such approval not to be unreasonably withheld), make any official announcement which would have an adverse effect on the marketability of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof.Securities;
(f) The Republic will take such actions as During the Representatives may reasonably request to qualify the Securities for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Representatives may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that the Republic shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or to file a general consent to service of process in any jurisdiction.
(i) The payment by Peru of principal of or interest on the Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts ("Additional Amounts") as may be necessary in order to ensure that the net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable in respect of the Securities in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption period from such deduction or withholding; or (c) by reason of the failure of such holder to present such holder's Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder.
(ii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.
(h) From the date hereof through the period ending 30 days after and including the Closing Date, the Republic will ensure that no other dollar-denominated not, without the prior written consent of the Underwriters, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic and having a tenor of more than one year;
(g) The Republic will pay (i) any stamp duty, issue, registration, documentary or other taxes and duties, including interest and penalties payable on or in connection with the creation, issue and offering of the Securities or the enforcement or delivery of this Agreement, the Fiscal Agency Agreement or the Securities and imposed by Venezuela, the United States or Luxembourg or by any subdivision of or authority in any of the foregoing countries; and (ii) in addition to any amount payable by it under this Agreement, any value added, turnover or similar tax payable in Venezuela in respect of that amount, including any withholding taxes which may be payable on the discount to the Underwriters pursuant to Section 1(k) hereof (and references in this Agreement to any such amount shall be deemed to include any such taxes so payable in addition to it);
(h) The Republic agrees to make generally available to its securityholders, as soon as practicable, a statement in the English language of the revenues and expenditures of the Republic covering the first full fiscal year of the Republic commencing after the date hereof which will satisfy Section 11(a) of the Act and the rules and regulations of the Commission thereunder; and
(i) The Republic agrees that it will make an application for the Notes to be listed on the Luxembourg Stock Exchange (the “Stock Exchange”). If such application is denied by the Stock Exchange, or the Securities are otherwise not listed on the Stock Exchange within 90 days of the Closing Date, the Republic will use its best efforts to obtain, and thereafter to maintain, a quotation for, or listing of, the Securities on such other than stock exchange as is commonly used for the quotation or listing of debt securities as it may, with the approval of the Underwriters (such approval not to be unreasonably withheld), decide. The Republic agrees to use its best efforts to maintain such listing for as long as any of the Securities are outstanding. However, if the maintenance of such listing becomes unduly onerous, the Republic will use its best efforts to obtain, and thereafter to maintain, a maturity quotation for, or listing of, the Securities on such other stock exchange as is commonly used for the quotation or listing of one year or less) are placed or sold in debt securities as it may, with the international capital marketsapproval of the Underwriters (such approval not to be unreasonably withheld), directly or indirectly decide. The Republic confirms the arrangements made on its behalf, behalf by the Underwriters for announcements in any manner which might, in the reasonable opinion respect of the Representatives, have a detrimental effect Republic to be published on such dates and in such newspapers or other publications as may be required in order to obtain the listing of the Securities on the successful offering and distribution of the Securities, unless the Representatives otherwise agree in writingStock Exchange.
Appears in 1 contract
Samples: Underwriting Agreement (Bolivarian Republic of Venezuela)
Covenants of the Republic. The Republic agrees with each of the several Underwriters as follows:
(a) The Republic will notify the Representatives promptly if at any time prior to payment of the Purchase Price to the Republic and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Representatives may reasonably require to remedy the fact.
(b) Promptly after the execution and delivery of this Agreement and the effective date of the Registration Statement, the Republic will file the Prospectus Supplement, in a form approved by the Representatives, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the offering of the Securities. The Republic will furnish to the Representatives prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Final Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act.
(c) During such period (not exceeding nine months) after the commencement of the offering of the Securities as the Underwriters or any dealer may be required by law to deliver a prospectus, if any event relating to or affecting the Republic, or of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the offering of the Securities, the Republic, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus, or supplements or amendments to the Final Prospectus, complying with Section 10(a) of the Securities Act.
(d) The Republic will use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior to the Closing Date and to satisfy all conditions precedent to the delivery by it of the Securities.
(e) The Republic will advise the Representatives promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof.
(f) The Republic will take such actions as the Representatives may reasonably request to qualify the Securities for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Representatives may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that the Republic shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or to file a general consent to service of process in any jurisdiction.
(i) The payment by Peru of principal of or interest on the Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts ("“Additional Amounts"”) as may be necessary in order to ensure that the net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable in respect of the Securities in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (c) by reason of the failure of such holder to present such holder's ’s Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder.
(ii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.
(h) From the date hereof through the period ending 30 days after the Closing Date, the Republic will ensure that no other dollar-denominated debt securities of the Republic (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Representatives, have a detrimental effect on the successful offering and distribution of the Securities, unless the Representatives otherwise agree in writing.
Appears in 1 contract
Covenants of the Republic. The In further consideration of the agreements of the Underwriters herein contained, the Republic agrees covenants with each of the several Underwriters Underwriter as follows:
(a) The Republic will notify furnish to United States counsel for the Representatives promptly if at any time prior to payment Underwriters, without charge, one signed copy of the Purchase Price to Registration Statement (including exhibits thereto) in the Republic form in which it became effective and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Representatives may reasonably require to remedy the factamendments thereto.
(b) The Republic will notify the Underwriters promptly after becoming aware of any breach or prospective breach of any of its representations, warranties, agreements or indemnities in this Standard Terms and take such steps at its own expense as may be reasonably requested by the Underwriters to remedy any such breach prior to an issuance of Securities.
(c) Promptly after the execution and delivery of this Agreement and the effective date of the Registration StatementExecution Time, the Republic will prepare a final term sheet, containing a description of the final terms of the Securities, substantially in the form attached hereto as Exhibit F (the “Final Term Sheet”), and will file such term sheet pursuant to Rule 433(d) under the Prospectus SupplementAct within the time period required by such rule. The Republic represents and agrees that, in a form approved by unless it has obtained or will obtain, as the case may be, the prior written consent of the Representatives, such approval it has not made and will not make any offer relating to the Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a free writing prospectus required to be unreasonably withheldfiled by the Republic with the Commission or retained by the Republic under Rule 433 under the Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of (i) the free writing prospectuses included in Schedule B of the Terms Agreement and (ii) the Final Term Sheet. Any such free writing prospectus consented to or deemed consented to by the Representatives pursuant to this Section 6(c) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Republic agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(d) The Republic will file with the Commission within the applicable period specified in Rule 424(b) under the Act any prospectus and any amendment or supplement thereto required to be filed pursuant to such Rule and will advise the Underwriters promptly of any such filing or when any Rule 462(b) Registration Statement shall have been filed with the Commission. The Republic will advise the Underwriters promptly of official notice of institution of proceeding for, or the entry of, a stop order suspending the effectiveness of the Registration Statement and, if such a stop order should be entered, use its best efforts to obtain the prompt withdrawal thereof. The final prospectus supplement relating to the Securities in the form first filed with the Commission after the Execution Time pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations of the Commission under the Securities Act setting forthis hereinafter called the “Final Prospectus Supplement”, among other things, and the necessary information with respect to Base Prospectus as supplemented by the terms of Final Prospectus Supplement is hereinafter called the offering of the Securities“Final Prospectus”. The Republic will furnish to the Representatives prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Final Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act.
(ce) During If, after the Execution Time and prior to the expiration of such period (not exceeding nine months) after during which in the commencement opinion of the offering of the Securities as counsel for the Underwriters or any dealer may be the Final Prospectus is required by law to deliver a prospectusbe delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172), if any event relating to shall occur or affecting the Republic, or condition exist as a result of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement either the Disclosure Package and the Final Term Sheet or the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as then supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade or when the Final Prospectus as then supplemented is delivered to a purchaser, as the case may be, not misleading (misleading, or if, in the purchaser not knowing opinion of such untruth counsel for the Underwriters, it is necessary to amend or omission). In case any Underwriter or dealer is required supplement the Final Prospectus to deliver a prospectus after the expiration of nine months after the commencement of the offering of the Securitiescomply with applicable law, the RepublicRepublic will forthwith prepare, upon file with the request of such Underwriter or dealerCommission, will furnish to such Underwriter or dealerand furnish, a reasonable quantity of a supplemented or amended Final Prospectusat its own expense, or supplements or amendments to the Final ProspectusRepresentatives either (i) an amendment or supplement or Issuer Free Writing Prospectus or new registration statement which will correct such statement or omission or effect such compliance, complying with Section 10(a) of the Securities Act.
(d) The Republic will and use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior have any amendment to the Closing Date and Registration Statement or new registration statement declared effective as soon as practicable in order to satisfy all conditions precedent to the delivery by it avoid any disruption in use of the Securities.
Final Prospectus or (eii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission or effect such compliance. The Republic will advise supply any such supplemented Final Prospectus to the Representatives promptly of Underwriters in such quantities as the Underwriters may reasonably request. Before filing of any amendment to the Prospectus Supplement pursuant to Rule 424(b) Registration Statement or otherwise and of distributing any amendment or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding for, Disclosure Package or the entry ofFinal Prospectus, the Republic will afford the Representatives a stop order reasonable opportunity to comment on each proposed amendment or of supplement. The Republic will not file any order preventing or suspending the effectiveness of amendment to the Registration Statement or for any request by supplement to the Commission for amending Disclosure Package or supplementing of the Registration Statement, the Prospectus Supplement or the Final Prospectus or for additional information, to which the Underwriters shall have reasonably objected in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereofwriting.
(f) The Republic will take such actions as endeavor, with the Representatives may reasonably request assistance of the Underwriters, to qualify the Securities for offer and sale under the securities or Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Representatives may shall reasonably designate, request and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualificationsqualifications in effect so long as required for the distribution of the Securities; provided, however, that the Republic shall will not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or obligated to file a any consent to, or take any action that would subject it to, general consent to or unlimited service of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdictionjurisdiction in which it is not otherwise now so subject.
(g) During the period beginning from the date of the Terms Agreement and continuing to and including the earlier of (i) The payment by Peru of principal of or interest on such time as the Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts ("Additional Amounts") as Representatives may be necessary in order to ensure that notify the net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable in respect of the Securities in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (c) by reason of the failure of such holder to present such holder's Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder.
Republic and (ii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.
(h) From the date hereof through the period ending 30 days after the Closing Date, the Republic will ensure that no other dollar-denominated not offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic which are substantially similar to the Securities, without the Representatives’ prior written consent.
(h) The Republic shall co-operate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and settlement through DTC, Euroclear and Clearstream Luxembourg, as applicable.
(i) The Republic confirms that it will make or cause to be made an application on its behalf for the Securities to be listed on each official list and/or securities exchange named in the Terms Agreement hereto (each a “Stock Exchange”) on or prior to the Closing Date to the extent necessary to list the Securities thereon. The Republic agrees to deliver or cause to be delivered to each Stock Exchange copies of such documents as may be reasonably required for the purpose of obtaining such listing. The Republic agrees to use all reasonable efforts to obtain and maintain such listing for as long as any of the relevant Securities are outstanding, or if such listing is unduly onerous, the Republic will instead use reasonable efforts promptly to obtain and thereafter maintain listing for the Securities on such other stock exchange as it may (in consultation with the Representatives) decide.
(j) Unless otherwise agreed between the Republic and the Underwriters, the Republic will pay or cause to be paid all expenses incident to the performance of its obligations under this Standard Terms, including: (i) the fees, disbursements and expenses of the Republic’s counsel in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities reasonably requested by the Underwriters and dealers, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., if applicable, (v) all costs and expenses incident to listing any Securities on any agreed stock exchange in respect of an issuance of Securities, (vi) the cost of printing certificates representing any Securities, (vii) the costs and charges of any listing agent, trustee, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations on the “road show” (other than the Underwriters’ own travel and lodging expenses for such road show) undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the Republic, travel (including all land and air transportation) and lodging expenses of the representatives and officials of the Republic attending the road show and any such consultants, (ix) fees and expenses related to obtaining a rating or ratings from a rating agency or agencies and (x) all other than debt securities costs and expenses incident to the performance of the obligations of the Republic hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. The Underwriters shall deduct all fees and expenses payable by the Republic pursuant to this subsection (j) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to the Republic in payment for the Securities; provided, however, that the amounts so deducted shall be approved by the Republic in writing.
(k) The Republic will (i) prepare a maturity Bahasa Indonesia version of one year this Standard Terms in a form reasonably acceptable to the Underwriters, if required by, and in accordance with, the implementing Presidential Regulations enacted pursuant to Law No. 24 of 2009 on Flag, Language, National Emblem and National Anthem (“Law 24/2009”) or lessany clarifications, interpretations, rules or regulations relating to Law 24/2009 issued by authorized officials of the Government of the Republic which have the force of law, (ii) are placed take all necessary steps and actions to comply with any implementation of regulations enacted with respect to Law 24/2009, (iii) prepare a Bahasa Indonesia translation in respect of any Terms Agreement entered into in relation to this Standard Terms and (iv) prepare and execute a Bahasa Indonesia translation in respect of any supplement or sold amendment hereto. For the avoidance of doubt, the existence of two versions of this Standard Terms is not to be construed by any party to create duplication or multiplication of the rights and obligations of the parties under the English version. The parties hereto agree for the benefit of the other parties that (a) the English version of this Standard Terms shall prevail for all purposes (including but not limited to interpretation and determination of the terms and conditions of this Standard Terms and any Securities issued or to be issued hereunder) in the international capital markets, directly or indirectly on its behalf, in event of any manner which might, discrepancy between the English version of this Standard Terms and the Bahasa Indonesia version (if any) and (b) the parties hereto agree that the Bahasa Indonesia version shall be interpreted in the reasonable opinion same manner as the English version of this Standard Terms.
(l) All documents to be delivered hereunder by the RepresentativesRepublic shall be in English or accompanied by an English translation.
(m) The Republic will pay any stamp duty or other documentary, have a detrimental effect on issue, transaction, value added or similar tax or duty, including interest and penalties, payable in relation to the successful offering execution, enforcement or delivery of this Standard Terms, the Terms Agreement or the Indenture or the issue and distribution of the Securities, unless Securities as contemplated in the Representatives otherwise agree in writingTerms Agreement.
Appears in 1 contract
Covenants of the Republic. The In further consideration of the agreements of the Underwriters herein contained, the Republic agrees covenants with each of the several Underwriters Underwriter as follows:
(a) The Republic will notify furnish to United States counsel for the Representatives promptly if at any time prior to payment Underwriters, without charge, one signed copy of the Purchase Price to Registration Statement (including exhibits thereto) in the Republic form in which it became effective and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Representatives may reasonably require to remedy the factamendments thereto.
(b) The Republic will notify the Underwriters promptly after becoming aware of any breach or prospective breach of any of its representations, warranties, agreements or indemnities in this Standard Terms and take such steps at its own expense as may be reasonably requested by the Underwriters to remedy any such breach prior to an issuance of Securities.
(c) Promptly after the execution and delivery of this Agreement and the effective date of the Registration StatementExecution Time, the Republic will prepare a final term sheet, containing a description of the final terms of the Securities, substantially in the form attached hereto as Exhibit F (the “Final Term Sheet”), and will file such term sheet pursuant to Rule 433(d) under the Prospectus SupplementAct within the time period required by such rule. The Republic represents and agrees that, in a form approved by unless it has obtained or will obtain, as the case may be, the prior written consent of the Representatives, such approval it has not made and will not make any offer relating to the Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a free writing prospectus required to be unreasonably withheldfiled by the Republic with the Commission or retained by the Republic under Rule 433 under the Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of (i) the free writing prospectuses included in Schedule B of the Terms Agreement and (ii) the Final Term Sheet. Any such free writing prospectus consented to or deemed consented to by the Representatives pursuant to this Section 6(c) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Republic agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(d) The Republic will file with the Commission within the applicable period specified in Rule 424(b) under the Act any prospectus and any amendment or supplement thereto required to be filed pursuant to such Rule and will advise the Underwriters promptly of any such filing or when any Rule 462(b) Registration Statement shall have been filed with the Commission. The Republic will advise the Underwriters promptly of official notice of institution of proceeding for, or the entry of, a stop order suspending the effectiveness of the Registration Statement and, if such a stop order should be entered, use its best efforts to obtain the prompt withdrawal thereof. The final prospectus relating to the Securities in the form first filed with the Commission after the Execution Time pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations of the Commission under the Securities Act setting forth, among other things, is hereinafter called the necessary information with respect to the terms of the offering of the Securities“Final Prospectus”. The Republic will furnish to the Representatives prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Final Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act.
(ce) During If, after the Execution Time and prior to the expiration of such period (not exceeding nine months) after during which in the commencement opinion of the offering of the Securities as counsel for the Underwriters or any dealer may be the Final Prospectus is required by law to deliver a prospectusbe delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172), if any event relating to shall occur or affecting the Republic, or condition exist as a result of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement either the Disclosure Package and the Final Term Sheet or the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as then supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade or when the Final Prospectus as then supplemented is delivered to a purchaser, as the case may be, not misleading (misleading, or if, in the purchaser not knowing opinion of such untruth counsel for the Underwriters, it is necessary to amend or omission). In case any Underwriter or dealer is required supplement the Final Prospectus to deliver a prospectus after the expiration of nine months after the commencement of the offering of the Securitiescomply with applicable law, the RepublicRepublic will forthwith prepare, upon file with the request of such Underwriter or dealerCommission, will furnish to such Underwriter or dealerand furnish, a reasonable quantity of a supplemented or amended Final Prospectusat its own expense, or supplements or amendments to the Final ProspectusRepresentatives either (i) an amendment or supplement or Issuer Free Writing Prospectus or new registration statement which will correct such statement or omission or effect such compliance, complying with Section 10(a) of the Securities Act.
(d) The Republic will and use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior have any amendment to the Closing Date and Registration Statement or new registration statement declared effective as soon as practicable in order to satisfy all conditions precedent to the delivery by it avoid any disruption in use of the Securities.
Final Prospectus or (eii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such statement or omission or effect such compliance. The Republic will advise supply any such supplemented Final Prospectus to the Representatives promptly of Underwriters in such quantities as the Underwriters may reasonably request. Before filing of any amendment to the Prospectus Supplement pursuant to Rule 424(b) Registration Statement or otherwise and of distributing any amendment or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding for, Disclosure Package or the entry ofFinal Prospectus, the Republic will afford the Representatives a stop order reasonable opportunity to comment on each proposed amendment or of supplement. The Republic will not file any order preventing or suspending the effectiveness of amendment to the Registration Statement or for any request by supplement to the Commission for amending Disclosure Package or supplementing of the Registration Statement, the Prospectus Supplement or the Final Prospectus or for additional information, to which the Underwriters shall have reasonably objected in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereofwriting.
(f) The Republic will take such actions as endeavor, with the Representatives may reasonably request assistance of the Underwriters, to qualify the Securities for offer and sale under the securities or Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Representatives may shall reasonably designate, request and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualificationsqualifications in effect so long as required for the distribution of the Securities; provided, however, that the Republic shall will not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or obligated to file a any consent to, or take any action that would subject it to, general consent to or unlimited service of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdictionjurisdiction in which it is not otherwise now so subject.
(g) During the period beginning from the date of the Terms Agreement and continuing to and including the earlier of (i) The payment by Peru of principal of or interest on such time as the Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts ("Additional Amounts") as Representatives may be necessary in order to ensure that notify the net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable in respect of the Securities in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (c) by reason of the failure of such holder to present such holder's Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder.
Republic and (ii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.
(h) From the date hereof through the period ending 30 days after the Closing Date, the Republic will ensure that no other dollar-denominated not offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic which are substantially similar to the Securities, without the Representatives’ prior written consent.
(h) The Republic shall co-operate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and settlement through DTC, Euroclear and Clearstream Luxembourg, as applicable.
(i) The Republic confirms that it will make or cause to be made an application on its behalf for the Securities to be listed on each official list and/or securities exchange named in the Terms Agreement hereto (each a “Stock Exchange”) on or prior to the Closing Date to the extent necessary to list the Securities thereon. The Republic agrees to deliver or cause to be delivered to each Stock Exchange copies of such documents as may be reasonably required for the purpose of obtaining such listing. The Republic agrees to use all reasonable efforts to obtain and maintain such listing for as long as any of the relevant Securities are outstanding, or if such listing is unduly onerous, the Republic will instead use reasonable efforts promptly to obtain and thereafter maintain listing for the Securities on such other stock exchange as it may (in consultation with the Representatives) decide.
(j) Unless otherwise agreed between the Republic and the Underwriters, the Republic will pay or cause to be paid all expenses incident to the performance of its obligations under this Standard Terms, including: (i) the fees, disbursements and expenses of the Republic’s counsel in connection with the registration and delivery of the Securities under the Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities reasonably requested by the Underwriters and dealers, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., if applicable, (v) all costs and expenses incident to listing any Securities on any agreed stock exchange in respect of an issuance of Securities, (vi) the cost of printing certificates representing any Securities, (vii) the costs and charges of any listing agent, trustee, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations on the “road show” (other than the Underwriters’ own travel and lodging expenses for such road show) undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the Republic, travel (including all land and air transportation) and lodging expenses of the representatives and officials of the Republic attending the road show and any such consultants, (ix) fees and expenses related to obtaining a rating or ratings from a rating agency or agencies and (x) all other than debt securities costs and expenses incident to the performance of the obligations of the Republic hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. The Underwriters shall deduct all fees and expenses payable by the Republic pursuant to this subsection (j) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to the Republic in payment for the Securities; provided, however, that the amounts so deducted shall be approved by the Republic in writing.
(k) The Republic will (i) prepare a maturity Bahasa Indonesia version of one year this Standard Terms in a form reasonably acceptable to the Underwriters, if required by, and in accordance with, the implementing Presidential Regulations enacted pursuant to Law No. 24 of 2009 on Flag, Language, National Emblem and National Anthem (“Law 24/2009”) or lessany clarifications, interpretations, rules or regulations relating to Law 24/2009 issued by authorized officials of the Government of the Republic which have the force of law, (ii) are placed take all necessary steps and actions to comply with any implementation of regulations enacted with respect to Law 24/2009, (iii) prepare a Bahasa Indonesia translation in respect of any Terms Agreement entered into in relation to this Standard Terms and (iv) prepare and execute a Bahasa Indonesia translation in respect of any supplement or sold amendment hereto. For the avoidance of doubt, the existence of two versions of this Standard Terms is not to be construed by any party to create duplication or multiplication of the rights and obligations of the parties under the English version. The parties hereto agree for the benefit of the other parties that (a) the English version of this Standard Terms shall prevail for all purposes (including but not limited to interpretation and determination of the terms and conditions of this Standard Terms and any Securities issued or to be issued hereunder) in the international capital markets, directly or indirectly on its behalf, in event of any manner which might, discrepancy between the English version of this Standard Terms and the Bahasa Indonesia version (if any) and (b) the parties hereto agree that the Bahasa Indonesia version shall be interpreted in the reasonable opinion same manner as the English version of this Standard Terms.
(l) All documents to be delivered hereunder by the RepresentativesRepublic shall be in English or accompanied by an English translation.
(m) The Republic will pay any stamp duty or other documentary, have a detrimental effect on issue, transaction, value added or similar tax or duty, including interest and penalties, payable in relation to the successful offering execution, enforcement or delivery of this Standard Terms, the Terms Agreement or the Indenture or the issue and distribution of the Securities, unless Securities as contemplated in the Representatives otherwise agree in writingTerms Agreement.
Appears in 1 contract
Covenants of the Republic. The Republic agrees with each of the several Underwriters as followsDealer Managers:
(a) The Republic will notify To prepare one or more Prospectus Supplements in a form approved by you and to file any such Prospectus Supplements pursuant to Rule 424(b) under the Representatives Act not later than the Commission’s close of business on the second business day following the date hereof, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to advise you, promptly if at any time prior to payment after it receives notice thereof, of the Purchase Price to issuance by the Republic and fulfillment Commission of all any stop order or of any order preventing or suspending the use of any Prospectus or Prospectus Supplements, of the conditions precedent set forth in Section 9 anything occurs which renders suspension of the qualification of the Securities for offering or may render untrue or incorrect sale in any material respect jurisdiction in the United States or any other jurisdiction, of the representations and warranties contained in Section 5 and will forthwith take initiation or threatening of any proceeding for any such steps as purpose, or of any request by the Representatives may reasonably require to remedy Commission for the fact.
(b) Promptly after the execution and delivery of this Agreement and the effective date amending or supplementing of the Registration Statement, the Republic will file Basic Prospectus, or the Prospectus Supplementor Prospectus Supplements or for additional information; and, in a form approved by the Representatives, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 event of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the offering of the Securities. The Republic will furnish to the Representatives prior to the filing thereof with the Commission, a copy issuance of any amendment stop order or supplement of any order preventing or suspending the use of any Prospectus or Prospectus Supplements or suspending any such qualification, to promptly use its best efforts to obtain the Registration Statement, withdrawal of such order;
(b) To furnish the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel Dealer Managers with copies of the Registration Statement Prospectus in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed such quantities as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters you may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies reasonably request, and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Final Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act.
(c) During such period (not exceeding nine months) after the commencement of in connection with the offering or sale of the Securities as the Underwriters or any dealer may be required by law to deliver a prospectus, and if at such time any event relating to or affecting the Republic, or shall have occurred as a result of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to Prospectus as then amended or supplemented would include an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading (misleading, or, if for any other reason it shall be necessary during such time period to amend or supplement the purchaser not knowing Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to the Dealer Managers and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such untruth statement or omission). In omission or effect such compliance; and in case any Underwriter or dealer is the Dealer Managers are required to deliver a prospectus in connection with sales of any of the Securities at any time nine months or more after the expiration time of nine months after the commencement issue of the offering Prospectus, upon your request but at the expense of the SecuritiesDealer Managers, to prepare and deliver to the Republic, upon the Dealer Managers as many copies as you may request of such Underwriter an amended or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus, or supplements or amendments to the Final Prospectus, Prospectus complying with Section 10(a10(a)(3) of the Securities Act.;
(c) Without prejudice to its obligations under Section 4(c) above, the Republic will notify the Dealer Managers promptly of any change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to payment being made to the Republic on the Closing Date and take such steps as may be reasonably requested by the Dealer Managers to remedy and/or publicize the same;
(d) The Republic will use its best efforts promptly to do Between the date hereof and perform all things to be done and performed by it hereunder prior to the Closing Date and (both dates inclusive) the Republic will not without the prior approval of the Dealer Managers (such approval not to satisfy all conditions precedent to be unreasonably withheld), make any official announcement which would have an adverse effect on the delivery by it marketability of the Securities.;
(e) The During the period from the date hereof through and including the Closing Date, the Republic will advise not, without the Representatives promptly prior written consent of the filing of the Prospectus Supplement pursuant Dealer Managers, offer, sell, contract to Rule 424(b) sell or otherwise and dispose of any amendment debt securities issued or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request guaranteed by the Commission for amending or supplementing Republic and having a tenor of the Registration Statement, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof.more than one year;
(f) The Republic will take such actions as pay (i) any stamp duty, issue, registration, documentary or other taxes and duties, including interest and penalties payable on or in connection with the Representatives may reasonably request to qualify creation, issue and offering of the Securities for offer and sale under or the Blue Sky enforcement or legal investment laws delivery of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Representatives may reasonably designatethis Agreement, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that the Republic shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or to file a general consent to service the Securities and imposed by Venezuela, the United States or Luxembourg or by any subdivision of process or authority in any jurisdiction.
of the foregoing countries; and (iii) The payment in addition to any amount payable by Peru of principal of or interest on the Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peruit under this Agreement, any political subdivision thereof value added, turnover or any taxing authority similar tax payable in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts ("Additional Amounts") as may be necessary in order to ensure that the net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable Venezuela in respect of that amount, including any withholding taxes which may be payable on the Securities compensation to the Dealer Managers pursuant to Section 7 hereof or any element of the fees and expenses payable pursuant to Section 5 hereof (and references in this Agreement to any such amount shall be deemed to include any such taxes so payable in addition to it);
(g) The Republic agrees to make generally available to its securityholders, as soon as practicable, a statement in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason English language of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, revenues and expenditures of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (c) by reason Republic covering the first full fiscal year of the failure of such holder to present such holder's Security for payment within 30 days Republic commencing after the principal of or interest on any Security is first made available to payment to the holder.
(iidate hereof which will satisfy Section 11(a) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been Act and the holder rules and regulations of such Security.the Commission thereunder; and
(h) From The Republic agrees that it will make an application for the date hereof through Securities to be listed on the period ending 30 days after Luxembourg Stock Exchange (the Closing Date“Stock Exchange”). The Republic agrees to use its best efforts to maintain such listing for as long as any of the Securities are outstanding. However, if the maintenance of such listing becomes unduly onerous, the Republic will ensure that no use its best efforts to obtain, and thereafter to maintain, a quotation for, or listing of, the Securities on such other dollar-denominated stock exchange as is commonly used for the quotation or listing of debt securities as it may, with the approval of the Republic Dealer Managers (other than debt securities with a maturity of one year or less) are placed or sold in the international capital marketssuch approval not to be unreasonably withheld), directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Representatives, have a detrimental effect on the successful offering and distribution of the Securities, unless the Representatives otherwise agree in writingdecide.
Appears in 1 contract
Samples: Dealer Manager Agreement (Bolivarian Republic of Venezuela)
Covenants of the Republic. The Republic agrees with each of the several Underwriters as followsUnderwriters:
(a) The To prepare one or more Prospectus Supplements in a form approved by you and to file any such Prospectus Supplements pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the date hereof, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus or Prospectus Supplements, or any amended or supplemented Prospectuses, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction in the United States or any other jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or any amended or supplemented Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Prospectus or any amended or supplemented Prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Republic will notify shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;
(c) To furnish the Representatives promptly Underwriters with copies of the Prospectus in such quantities as you may from time to time reasonably request, and, if the delivery of a prospectus is required at any time prior to payment the expiration of nine months after the time of issue of the Purchase Price to the Republic and fulfillment of all of the conditions precedent set forth Prospectus in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Representatives may reasonably require to remedy the fact.
(b) Promptly after the execution and delivery of this Agreement and the effective date of the Registration Statement, the Republic will file the Prospectus Supplement, in a form approved by the Representatives, such approval not to be unreasonably withheld, connection with the Commission pursuant to Rule 424 offering or sale of the Securities Act, within the applicable and if at such time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the offering of the Securities. The Republic will furnish to the Representatives prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Final Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act.
(c) During such period (not exceeding nine months) after the commencement of the offering of the Securities as the Underwriters or any dealer may be required by law to deliver a prospectus, if any event relating to or affecting the Republic, or shall have occurred as a result of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to Prospectus as then amended or supplemented would include an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading (misleading, or, if for any other reason it shall be necessary during such time period to amend or supplement the purchaser not knowing Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such untruth statement or omission). In omission or effect such compliance; and in case any Underwriter or dealer is required to deliver a prospectus in connection with sales of any of the Securities at any time nine months or more after the expiration time of nine months after the commencement issue of the offering of the Securities, the RepublicProspectus, upon your request but at the request expense of such Underwriter or dealerUnderwriter, will furnish to prepare and deliver to such Underwriter as many copies as you may request of an amended or dealer, a reasonable quantity of a supplemented or amended Final Prospectus, or supplements or amendments to the Final Prospectus, Prospectus complying with Section 10(a10(a)(3) of the Securities Act.;
(d) Without prejudice to its obligations under Section 5(c) above, the Republic will notify each Underwriter promptly of any change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to payment being made to the Republic at the Time of Delivery and take such steps as may be reasonably requested by any Underwriter to remedy and/or publicize the same;
(e) Between the date hereof and the Time of Delivery (both dates inclusive) the Republic will not without the prior approval of the Underwriters (such approval not to be unreasonably withheld), make any official announcement which would have an adverse effect on the marketability of the Securities;
(f) During the period from the date hereof through and including the Time of Delivery, the Republic will not, without the prior written consent of each Underwriter, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic and having a tenor of more than one year;
(g) The Republic will pay (i) any stamp duty, issue, registration, documentary or other taxes and duties, including interest and penalties payable on or in connection with the creation, issue and offering of the Securities or the enforcement or delivery of this Agreement, the Dealer Managers Agreement, the Fiscal Agency Agreement or the Securities or in connection with the Global Bond Offering and imposed by Venezuela, the United States or Luxembourg or by any subdivision of or authority in any of the foregoing countries; and (ii) in addition to any amount payable by it under this Agreement, any value added, turnover or similar tax payable in Venezuela in respect of that amount, including any withholding taxes which may be payable to the Underwriters pursuant to Section 1(l) hereof or any element of the fees and expenses payable pursuant to Section 6 hereof (and references in this Agreement to any such amount shall be deemed to include any such taxes so payable in addition to it);
(h) The Republic agrees to make generally available to its securityholders, as soon as practicable, a statement in the English language of the revenues and expenditures of the Republic covering the first full fiscal year of the Republic commencing after the date hereof which will satisfy Section 11(a) of the Act and the rules and regulations of the Commission thereunder; and
(i) The Republic agrees that it will make an application for the Notes to be listed on the Luxembourg Stock Exchange (the “Stock Exchange”). If such application is denied by the Stock Exchange, or the Securities are otherwise not listed on the Stock Exchange within 90 days of the Time of Delivery, the Republic will use its best efforts promptly to do obtain, and perform all things thereafter to be done and performed by it hereunder prior to the Closing Date and to satisfy all conditions precedent to the delivery by it of the Securities.
(e) The Republic will advise the Representatives promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding maintain, a quotation for, or the entry listing of, a stop order the Securities on such other stock exchange as is commonly used for the quotation or listing of any order preventing or suspending debt securities as it may, with the effectiveness approval of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration StatementUnderwriters (such approval not to be unreasonably withheld), the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, decide. The Republic agrees to use its best efforts to obtain maintain such listing for as long as any of the prompt withdrawal thereof.
Securities are outstanding. However, if the maintenance of such listing becomes unduly onerous, the Republic will use its best efforts to obtain, and thereafter to maintain, a quotation for, or listing of, the Securities on such other stock exchange as is commonly used for the quotation or listing of debt securities as it may, with the approval of the Underwriters (f) such approval not to be unreasonably withheld), decide. The Republic will take such actions as confirms the Representatives may reasonably request to qualify the Securities for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Representatives may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required arrangements made on its behalf by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that the Republic shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or to file a general consent to service of process in any jurisdiction.
(i) The payment by Peru of principal of or interest on the Securities will be made without withholding or deduction Underwriters for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts ("Additional Amounts") as may be necessary in order to ensure that the net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable announcements in respect of the Securities Republic to be published on such dates and in such newspapers or other publications as may be required in order to obtain the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason listing of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (c) by reason of the failure of such holder to present such holder's Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder.
(ii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.
(h) From the date hereof through the period ending 30 days after the Closing Date, the Republic will ensure that no other dollar-denominated debt securities of the Republic (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Representatives, have a detrimental effect Securities on the successful offering and distribution of the Securities, unless the Representatives otherwise agree in writingStock Exchange.
Appears in 1 contract
Samples: Underwriting Agreement (Bolivarian Republic of Venezuela)
Covenants of the Republic. The Republic agrees with each of the several Underwriters as followsUnderwriters:
(a) The Republic will notify the Representatives promptly if at any time prior to payment of the Purchase Price to the Republic and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders To prepare one or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Representatives may reasonably require to remedy the fact.
(b) Promptly after the execution and delivery of this Agreement and the effective date of the Registration Statement, the Republic will file the more Prospectus Supplement, Supplements in a form approved by the Representatives, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the offering of the Securities. The Republic will furnish to the Representatives prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters you and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including file any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Final such Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act.
(c) During such period (not exceeding nine months) after the commencement of the offering of the Securities as the Underwriters or any dealer may be required by law to deliver a prospectus, if any event relating to or affecting the Republic, or of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the offering of the Securities, the Republic, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus, or supplements or amendments to the Final Prospectus, complying with Section 10(a) of the Securities Act.
(d) The Republic will use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior to the Closing Date and to satisfy all conditions precedent to the delivery by it of the Securities.
(e) The Republic will advise the Representatives promptly of the filing of the Prospectus Supplement Supplements pursuant to Rule 424(b) or otherwise and under the Act not later than the Commission’s close of business on the second business day following the date hereof, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any amendment or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness use of any Prospectus or Prospectus Supplements, or any amended or supplemented Prospectuses, of the Registration Statement suspension of the qualification of the Securities for offering or sale in any jurisdiction in the United States or any other jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, Statement or the Prospectus Supplement or the Final any amended or supplemented Prospectus or for additional information, in each case in respect of the offering of the Securities ; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final any Prospectus or any amended or supplemented Prospectus or suspending any such qualification, to promptly use its best efforts to obtain the prompt withdrawal thereof.of such order;
(fb) The Republic will Promptly from time to time to take such actions action as the Representatives you may reasonably request to qualify the Securities for offer offering and sale under the Blue Sky or legal investment securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in the United States and under the legal investment laws of such jurisdictions outside the United States for as the Representatives may reasonably designate, and will file and make in each year such statements or reports long as are or may be reasonably required by necessary to complete the laws distribution of such jurisdictions inside or outside the United States and to maintain such qualifications; providedSecurities, however, provided that in connection therewith the Republic shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or to file a general consent to service of process in any jurisdiction.;
(c) To furnish the Underwriters with copies of the Prospectus in such quantities as you may from time to time reasonably request, and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such time period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(d) Without prejudice to its obligations under Section 5(c) above, the Republic will notify each Underwriter promptly of any change affecting any of its representations, warranties, agreements and indemnities herein at any time prior to payment being made to the Republic at the Time of Delivery and take such steps as may be reasonably requested by any Underwriter to remedy and/or publicize the same;
(e) Between the date hereof and the Time of Delivery (both dates inclusive) the Republic will not without the prior approval of the Underwriters (such approval not to be unreasonably withheld), make any official announcement which would have an adverse effect on the marketability of the Securities;
(f) During the period from the date hereof through and including the Time of Delivery, the Republic will not, without the prior written consent of each Underwriter, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic and having a tenor of more than one year from time of delivery (except that such consent is not required to extend the maturity of the Republic’s yen denominated notes due 2008 through a private transaction);
(g) The Republic will pay (i) any stamp duty, issue, registration, documentary or other taxes and duties, including interest and penalties payable on or in connection with the creation, issue and offering of the Securities or the enforcement or delivery of this Agreement, the Fiscal Agency Agreement or the Securities and imposed by Venezuela, the United States or Luxembourg or by any subdivision of or authority in any of the foregoing countries; and (ii) in addition to any amount payable by it under this Agreement, any value added, turnover or similar tax payable in Venezuela in respect of that amount, including any withholding taxes which may be payable to the Underwriters pursuant to Section 1(k) hereof or any element of the fees and expenses payable pursuant to Section 6 hereof (and references in this Agreement to any such amount shall be deemed to include any such taxes so payable in addition to it);
(h) The Republic agrees to make generally available to its securityholders, as soon as practicable, a statement in the English language of the revenues and expenditures of the Republic covering the first full fiscal year of the Republic commencing after the date hereof which will satisfy Section 11(a) of the Act and the rules and regulations of the Commission thereunder; and
(i) The payment by Peru of principal of or interest Republic agrees that it will make an application for the Securities to be listed on the Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in PeruLuxembourg Stock Exchange (the “Stock Exchange”). If Peru such application is required by law to make any such withholding or deduction, it will pay such additional amounts ("Additional Amounts") as may be necessary in order to ensure that the net amounts receivable denied by the holders Stock Exchange, or the Securities are otherwise not listed on the Stock Exchange within 90 days of the Time of Delivery, the Republic will use its best efforts to obtain, and thereafter to maintain, a quotation for, or listing of, the Securities after on such withholding other stock exchange as is commonly used for the quotation or deduction shall equal listing of debt securities as it may, with the amount that would have been receivable approval of the Underwriters (such approval not to be unreasonably withheld), decide. The Republic agrees to use its best efforts to maintain such listing for as long as any of the Securities are outstanding. However, if the maintenance of such listing becomes unduly onerous, the Republic will use its best efforts to obtain, and thereafter to maintain, a quotation for, or listing of, the Securities on such other stock exchange as is commonly used for the quotation or listing of debt securities as it may, with the approval of the Underwriters (such approval not to be unreasonably withheld), decide. The Republic confirms the arrangements made on its behalf by the Underwriters for announcements in respect of the Securities Republic to be published on such dates and in such newspapers or other publications as may be required in order to obtain the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason listing of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (c) by reason of the failure of such holder to present such holder's Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder.
(ii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.
(h) From the date hereof through the period ending 30 days after the Closing Date, the Republic will ensure that no other dollar-denominated debt securities of the Republic (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Representatives, have a detrimental effect Securities on the successful offering and distribution of the Securities, unless the Representatives otherwise agree in writingStock Exchange.
Appears in 1 contract
Samples: Underwriting Agreement (Bolivarian Republic of Venezuela)
Covenants of the Republic. The Republic agrees with each of the several Underwriters as follows:
(a) The From the Commencement Date until the Closing Date, the Republic will notify advise you promptly of (i) the Representatives promptly if at Republic’s decision not to accept any time prior to payment of the Purchase Price to Eligible Notes Offered for tender or exchange, (ii) any proposal by the Republic and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders to amend or may render untrue or incorrect supplement in any material respect the Invitation Material, (iii) the issuance of any material order or the taking of any other material action by any administrative or judicial tribunal or other governmental agency or instrumentality concerning the representations Invitation (and, if in writing, will furnish you a copy thereof) and warranties contained in Section 5 and will forthwith take such steps as the Representatives may reasonably require to remedy the fact.
(biv) Promptly after the execution and delivery of this Agreement and the effective date of the Registration Statement, the Republic will file the Prospectus Supplement, in a form approved by the Representatives, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among any other things, the necessary information with respect relating to the terms of the offering of the Securities. The Republic will furnish Invitation which you may from time to the Representatives prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may time reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Final Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act.
(c) During such period (not exceeding nine months) after the commencement of the offering of the Securities as the Underwriters or any dealer may be required by law to deliver a prospectus, agrees that if any event relating to occurs or affecting the Republic, or condition exists as a result of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus in order to make the statements set forth in the Final ProspectusInvitation Material would, in the light of the circumstances under which they were madeits reasonable judgment, not misleading, or if it is necessary to amend the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or include an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact fact, or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Invitation Material is delivered to a Holder, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the offering of the Securitiesmisleading, the RepublicRepublic shall immediately notify you, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus, or supplements or amendments to the Final Prospectus, complying with Section 10(a) of the Securities Act.
(d) The Republic will use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior to the Closing Date and to satisfy all conditions precedent to the delivery by it of the Securities.
(e) The Republic will advise the Representatives promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any prepare an amendment or supplement to the Final Prospectus Invitation Material that will correct such statement or Registration Statement omission, and supply such amended or supplemented Invitation Material to you immediately prior to distribution of notice of institution of proceeding for, such amendment or supplement to the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, use its best efforts Invitation Material to obtain the prompt withdrawal thereof.Holders;
(fb) The Republic will take such actions as not amend or supplement in any material respect the Representatives may reasonably request to qualify Prospectus Supplement, other than by filing documents with the Securities for offer and sale under Commission that are incorporated by reference therein, without the Blue Sky or legal investment laws prior written consent of such jurisdictions each Dealer Manager (which consent will not be unreasonably withheld). The Republic will promptly advise each Dealer Manager when any document that is incorporated by reference in the United States and under Prospectus Supplement is filed with the legal investment laws of such jurisdictions outside the United States as the Representatives may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, Commission (it being understood that the Republic shall is not be required obligated to qualify as a foreign corporation or dealer in securities under the laws provide drafts of any jurisdiction other than as set forth in this Agreement and such documents to the Fiscal Agency Agreement or Dealer Managers prior to file a general consent to service of process in any jurisdiction.filing); and
(i) The payment by Peru of principal of or interest on the Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts ("Additional Amounts") as may be necessary in order to ensure that the net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable in respect of the Securities in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (c) by reason of the failure of such holder to present such holder's Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder.
(ii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would The Republic further agrees it will not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.
(h) From the date hereof through the period ending 30 days after the Closing Date, the Republic will ensure that no other dollar-denominated debt securities of the Republic (other than debt securities with a maturity of one year or less) are placed or sold in the international capital marketstake, directly or indirectly on its behalfindirectly, any action that is designed to cause or result in stabilization or manipulation of the price of any manner which might, securities to facilitate the tender exchange of the Eligible Notes in the reasonable opinion of the Representatives, have a detrimental effect on the successful offering and distribution of the Securities, unless the Representatives otherwise agree in writingInvitation.
Appears in 1 contract
Samples: Dealer Manager Agreement (Republic of South Africa)
Covenants of the Republic. The In further consideration of the agreements of the Underwriters herein contained, the Republic agrees covenants with each of the several Underwriters Underwriter as follows:
(a) The Republic will notify To furnish to United States counsel for the Representatives promptly if at any time prior to payment Underwriters, without charge, one signed copy of the Purchase Price to Registration Statement (including exhibits thereto) in the Republic form in which it became effective and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Representatives may reasonably require to remedy the factamendments thereto.
(b) Promptly after the execution and delivery of this Agreement and the effective date of the Registration Statement, the Republic will To file the Prospectus Supplement, in a form approved by the Representatives, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations specified in Rule 424(b) under the Securities Act setting forth, among other things, the necessary information with respect any prospectus required to the terms of the offering of the Securities. The Republic will furnish be filed pursuant to the Representatives prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Final Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Actsuch Rule.
(c) During If, during such period (not exceeding nine months) after the commencement first date of the public offering of the Securities as in the opinion of counsel for the Underwriters or any dealer may be the Prospectus is required by law to deliver a prospectusbe delivered in connection with sales by an Underwriter or dealer, if any event relating to shall occur or affecting the Republic, or condition exist as a result of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Representatives, either (i) amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law, or (ii) if the purchaser not knowing of Republic so elects a Form 18-K or an amendment thereto which will correct such untruth statement or omission). In case omission or effect such compliance; provided, however, if any Underwriter such amendment or dealer supplement is required to deliver a prospectus be prepared and filed after the expiration of nine months after the commencement time of issue of the offering of the SecuritiesProspectus, the RepublicUnderwriters shall reimburse the Republic for its reasonable and documented costs and expenses (including without limitation, upon all fees and expenses of counsel, auditors and printing fees) in connection with supplying the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus, or supplements or amendments to the Final Prospectus, complying Underwriters with Section 10(a) of the Securities Actcopies thereof.
(d) The Republic will use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior to To endeavor, with the Closing Date and to satisfy all conditions precedent to the delivery by it assistance of the Securities.
(e) The Republic will advise the Representatives promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding forUnderwriters, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof.
(f) The Republic will take such actions as the Representatives may reasonably request to qualify the Securities for offer and sale under the securities or Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Representatives may shall reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualificationsrequest; provided, however, that the Republic shall will not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or obligated to file a any consent to, or take any action that would subject it to, general consent to or unlimited service of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdictionjurisdiction in which it is not otherwise so subject.
(e) During the period beginning from the date of the Terms Agreement and continuing to and including the earlier of (i) The payment by Peru of principal of or interest on such time as the Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts ("Additional Amounts") as Representatives may be necessary in order to ensure that notify the net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable in respect of the Securities in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (c) by reason of the failure of such holder to present such holder's Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder.
Republic and (ii) No Additional Amounts shall be payable in respect the Time of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.
(h) From the date hereof through the period ending 30 days after the Closing DateDelivery, the Republic will ensure that no other dollar-denominated not offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic which are substantially similar to the Securities, without the Representatives' prior written consent.
(f) Unless otherwise agreed between the Republic and the Underwriters, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Republic Republic's counsel in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus Supplement, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) all costs and expenses incident to listing any Securities on the Luxembourg Stock Exchange, (vi) the cost of printing certificates representing any Securities, (vii) the costs and charges of any fiscal agent, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations on the "road show" (other than debt securities the Underwriters' own travel and lodging expenses for such road show) undertaken in connection with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion marketing of the Representatives, have a detrimental effect on the successful offering and distribution of the Securities, unless including, without limitation, expenses associated with the Representatives production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the Republic, travel (including all land and air transportation) and lodging expenses of the representatives and officials of the Republic attending the road show and any such consultants and (ix) all other costs and expenses incident to the performance of the obligations of the Republic hereunder for which provision is not otherwise agree made in this Section. It is understood, however, that except as provided in this Section, Section 6 and the last paragraph of Section 8 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. The Underwriters shall deduct all fees and expenses payable by the Republic pursuant to this subsection (g) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to the Republic in payment for the Securities; provided, however, that the amounts so deducted shall be specified to the Republic in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Republic of the Philippines)
Covenants of the Republic. The In further consideration of the agreements of the Underwriters herein contained, the Republic agrees covenants with each of the several Underwriters Underwriter as follows:
(a) The Republic will notify furnish to United States counsel for the Representatives promptly if at any time prior to payment Underwriters, without charge, one signed copy of the Purchase Price to Registration Statement (including exhibits thereto) in the Republic form in which it became effective and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Representatives may reasonably require to remedy the factamendments thereto.
(b) Promptly after the execution and delivery of this Agreement and the effective date of the Registration StatementExecution Time, the Republic will file prepare a final term sheet, containing solely a description of the Prospectus Supplementfinal terms of the Securities, in a form approved by the RepresentativesRepresentatives (the “Final Term Sheet”), such approval not to be unreasonably withheld. The Republic represents and agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Representatives, it has not made and will not make any offer relating to the Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a free writing prospectus required to be filed by the Republic with the Commission or retained by the Republic under Rule 433 under the Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of (i) the free writing prospectuses included in Schedule B of the Terms Agreement and (ii) the Final Term Sheet. Any such free writing prospectus consented to or deemed consented to by the Representatives pursuant to this Section 5(b) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Republic agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(c) The Republic will file with the Commission within the applicable period specified in Rule 424(b) under the Act any prospectus and any supplement thereto required to be filed pursuant to such Rule. The final prospectus supplement relating to the Securities in the form first filed with the Commission after the Execution Time pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations of the Commission under the Securities Act setting forthis hereinafter called the “Final Prospectus Supplement”, among other thingsand the Base Prospectus as supplemented by the Final Prospectus Supplement is hereinafter called the “Final Prospectus”.
(d) If, after the necessary information with respect to the terms of the offering of the Securities. The Republic will furnish to the Representatives Execution Time and prior to the filing thereof with expiration of such period during which in the Commission, a copy opinion of any amendment or supplement to counsel for the Registration Statement, the Prospectus Supplement or Underwriters the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Securities) providing reasonable opportunity for comment. The Republic will promptly deliver to each of the Underwriters and to their counsel copies of the Registration Statement in the form when it becomes effective and all amendments or supplements thereto hereafter made, which relate to the Securities including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. The Republic will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Final Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act.
(c) During such period (not exceeding nine months) after the commencement of the offering of the Securities as the Underwriters or any dealer may be is required by law to deliver a prospectusbe delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172), if any event relating to shall occur or affecting the Republic, or condition exist as a result of which the Republic, shall be advised in writing by the Representatives, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus in order to make the statements set forth in the Final Prospectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement either the Disclosure Package and the Final Term Sheet or the Final Prospectus to comply with the Securities Act, the Republic will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus which will supplement or amend the Final Prospectus so that as then supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade or when the Final Prospectus as then supplemented is delivered to a purchaser, as the case may be, not misleading misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Final Prospectus to comply with applicable law, forthwith to prepare, to file with the Commission, and to furnish, at its own expense, to the Representatives either (i) an amendment or supplement or Issuer Free Writing Prospectus or new registration statement which will correct such statement or omission or effect such compliance, and use its best efforts to have any amendment to the purchaser not knowing Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus or (ii) if the Republic so elects a Form 18-K or an amendment thereto which will correct such untruth statement or omission). In case omission or effect such compliance; provided, however, if any Underwriter such amendment or dealer supplement is required to deliver a prospectus be prepared and filed after the expiration of nine months after the commencement time of the offering issue of the Securities, the Republic, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus, or supplements or amendments to the Final Prospectus, complying the Underwriters shall reimburse the Republic for its reasonable and documented costs and expenses (including without limitation, all fees and expenses of counsel, auditors and printing fees) in connection with Section 10(a) of supplying the Securities Act.
(d) The Republic will use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior to the Closing Date and to satisfy all conditions precedent to the delivery by it of the SecuritiesUnderwriters with copies thereof.
(e) The Republic will advise endeavor, with the Representatives promptly assistance of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus or Registration Statement or of notice of institution of proceeding forUnderwriters, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the offering of the Securities and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof.
(f) The Republic will take such actions as the Representatives may reasonably request to qualify the Securities for offer and sale under the securities or Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Representatives may shall reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualificationsrequest; provided, however, that the Republic shall will not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or obligated to file a any consent to, or take any action that would subject it to, general consent to or unlimited service of process or waiver of immunity (including, without limitation, waiver of sovereign immunity) in any jurisdictionjurisdiction in which it is not otherwise so subject.
(f) During the period beginning from the date of the Terms Agreement and continuing to and including the earlier of (i) The payment by Peru of principal of or interest on such time as the Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts ("Additional Amounts") as Representatives may be necessary in order to ensure that notify the net amounts receivable by the holders of Securities after such withholding or deduction shall equal the amount that would have been receivable in respect of the Securities in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (c) by reason of the failure of such holder to present such holder's Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder.
Republic and (ii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.
(h) From the date hereof through the period ending 30 days after the Closing Date, the Republic will ensure that no other dollar-denominated not offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Republic which are substantially similar to the Securities, without the Representatives’ prior written consent.
(g) Unless otherwise agreed between the Republic and the Underwriters, the Republic will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Republic Republic’s counsel in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities reasonably requested by the Underwriters and dealers, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the Securities for offer and sale under state law as provided in Section 5(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the qualification of the offering of the Securities by the National Association of Securities Dealers, Inc., (v) all costs and expenses incident to listing any Securities on the Luxembourg Stock Exchange, (vi) the cost of printing certificates representing any Securities, (vii) the costs and charges of any fiscal agent, transfer agent, registrar or depositary, (viii) the costs and expenses incurred by the Underwriters relating to investor presentations on the “road show” (other than debt securities the Underwriters’ own travel and lodging expenses for such road show) undertaken in connection with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion marketing of the Representatives, have a detrimental effect on the successful offering and distribution of the Securities, unless including, without limitation, expenses associated with the Representatives production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations) with the prior approval of the Republic, travel (including all land and air transportation) and lodging expenses of the representatives and officials of the Republic attending the road show and any such consultants and (ix) all other costs and expenses incident to the performance of the obligations of the Republic hereunder for which provision is not otherwise agree made in this Section. It is understood, however, that except as provided in this Section, Section 6 and the last paragraph of Section 8 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. The Underwriters shall deduct all fees and expenses payable by the Republic pursuant to this subsection (g) which the Underwriters have incurred on or prior to the Closing Date from the amount delivered to the Republic in payment for the Securities; provided, however, that the amounts so deducted shall be specified to the Republic in writing.
Appears in 1 contract
Samples: Underwriting Agreement (Republic of the Philippines)
