Common use of DEALERS' UNDERTAKINGS Clause in Contracts

DEALERS' UNDERTAKINGS. (1) Each Dealer severally agrees to comply with the selling restrictions and agreements set out in Appendix B hereto unless otherwise agreed with the Issuer. (2) Each Dealer acknowledges to, and severally agrees with, the Issuer, PT and PTC that: (i) neither the Issuer, PT nor PTC has authorised it to make representations in connection with any sale or proposed sale of any Notes other than those contained in the Offering Circular or the information approved in writing and provided by the Issuer and/or PT and/or PTC pursuant to clause 7 (taken together with the Offering Circular); and (ii) it will not circulate any version of the Offering Circular other than the latest version of the Offering Circular published by the Issuer and made available to such Dealer from time to time. (3) Without prejudice to the other rights and remedies of the Issuer, PT or PTC, each Dealer severally undertakes with the Issuer, PT and PTC that it will hold the Issuer and/or PT and/or PTC indemnified against any losses, liabilities, costs, claims, charges, expenses, actions or demands which the Issuer and/or PT and/or PTC may incur or which may be made against each or any of them as a result of any breach by such Dealer of any of its undertakings contained in clauses 8(1) provided that, without prejudice to any other claim the Issuer and/or PT and/or PTC may have against such Dealer, no Dealer shall be liable to hold the Issuer and/or PT and/or PTC indemnified against any losses, liabilities, costs, claims, charges, expenses, actions or demands arising from the sale of Notes to any person believed in good faith by such Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Appendix B. The provisions of clause 6(2) shall apply, mutatis mutandis, to any claim for indemnity pursuant to this clause.

DEALERS' UNDERTAKINGS. (1) Each Dealer severally agrees to comply with the selling restrictions and agreements set out in Appendix B hereto unless otherwise agreed with the Issuerhereto. (2) Each Dealer acknowledges to, and severally agrees with, the Issuer, PT and PTC that: (i) neither none of the Issuer, PT Issuers nor PTC the Guarantor has authorised it to give any information or make representations any representation in connection with any sale offering, issue, subscription or proposed sale of any Notes other than those contained in the Offering Circular or the information approved in writing and provided by such Issuer or the Issuer and/or PT and/or PTC Guarantor pursuant to clause 7 (taken together with the Offering Circular); andClause 7; (ii) it will not circulate any version of the Offering Circular other than the latest version of the Offering Circular published by the such Issuer and made available to such Dealer from time to time; and (iii) it shall promptly cease use or distribution of the Offering Circular or any additional written information provided for in Clause 7 upon receipt of notice from any Issuer or the Guarantor that the Offering Circular or such information requires updating or correction. (3) Without prejudice to Each Dealer undertakes with each of the Issuers, the Guarantor and the other rights Dealers to indemnify, defend and remedies of hold harmless the Issuer, PT or PTC, each Dealer severally undertakes with the Issuer, PT and PTC that it will hold the Issuer and/or PT and/or PTC indemnified Relevant Party against any losses, liabilities, costs, claims, charges, expensesactions and demands, actions or demands and any reasonable out-of-pocket costs and expenses which the Issuer and/or PT and/or PTC Relevant Party may incur or which may be made against each the Relevant Party arising out of, or any of them as a result of any breach in connection with: (a) the making by such Dealer of any unauthorised representation or the giving by it of its undertakings any information which is not contained in clauses 8(1the Offering Circular or otherwise authorised in accordance with Clause 7; or (b) provided thatany failure by such Dealer to observe any of the restrictions or agreements contained in Appendix B hereto. (4) If any claim, without prejudice to any other claim the Issuer and/or PT and/or PTC may have against such Dealer, no Dealer shall be liable to hold the Issuer and/or PT and/or PTC indemnified demand or action is brought against any lossessuch Relevant Party in respect of which indemnity may be sought from a Dealer pursuant to Clause 8(3), liabilities, costs, claims, charges, expenses, actions or demands arising from the sale of Notes to any person believed in good faith by such Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Appendix B. The provisions of clause Clause 6(2) shall apply, mutatis mutandis, to any claim for indemnity pursuant to this clausein relation thereto.

DEALERS' UNDERTAKINGS. (1) 8.1 Each Dealer severally agrees to comply with the selling restrictions and agreements set out in Appendix B hereto unless otherwise agreed with the Issuer2 hereto. (2) 8.2 Each Dealer acknowledges to, and severally agrees with, the Issuer, PT and PTC that: (ia) neither none of the Issuer, PT Issuers nor PTC the Guarantor has authorised it to give any information or make representations any representation in connection with any sale offering, issue, subscription or proposed sale of any Notes other than those contained in the Offering Circular or the information approved in writing and provided by such Issuer or the Issuer and/or PT and/or PTC Guarantor pursuant to clause 7 (taken together with the Offering Circular); andClause 7; (iib) it will not circulate any version of the Offering Circular other than the latest version of the Offering Circular published by the such Issuer and made available to such Dealer from time to time; and (c) it shall promptly cease use or distribution of the Offering Circular or any additional written information provided for in Clause 7 upon receipt of notice from any Issuer or the Guarantor that the Offering Circular or such information requires updating or correction. (3) Without prejudice to 8.3 Each Dealer undertakes with each of the Issuers, the Guarantor and the other rights Dealers to indemnify, defend and remedies of hold harmless the Issuer, PT or PTC, each Dealer severally undertakes with the Issuer, PT and PTC that it will hold the Issuer and/or PT and/or PTC indemnified Relevant Party against any losses, liabilities, costs, claims, charges, expensesactions and demands, actions or demands and any reasonable out-of-pocket costs and expenses which the Issuer and/or PT and/or PTC Relevant Party may incur or which may be made against each the Relevant Party arising out of, or any of them as a result of any breach in connection with: (a) the making by such Dealer of any unauthorised representation or the giving by it of its undertakings any information which is not contained in clauses 8(1the Offering Circular or otherwise authorised in accordance with Clause 7; or (b) provided thatany failure by such Dealer to observe any of the restrictions or agreements contained in Appendix 2 hereto. 8.4 If any claim, without prejudice to any other claim the Issuer and/or PT and/or PTC may have against such Dealer, no Dealer shall be liable to hold the Issuer and/or PT and/or PTC indemnified demand or action is brought against any lossessuch Relevant Party in respect of which indemnity may be sought from a Dealer pursuant to Clause 8.3, liabilities, costs, claims, charges, expenses, actions or demands arising from the sale of Notes to any person believed in good faith by such Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Appendix B. The provisions of clause 6(2) Clause 6.2 shall apply, mutatis mutandis, to any claim for indemnity pursuant to this clausein relation thereto.

DEALERS' UNDERTAKINGS. (1) Each Dealer severally agrees to comply with the selling restrictions and agreements set out in Appendix B hereto unless otherwise agreed with the Issuerhereto. (2) Each Dealer acknowledges to, and severally agrees with, the Issuer, PT and PTC that: (i) neither none of the Issuer, PT Issuers nor PTC the Guarantor has authorised it to give any information or make representations any representation in connection with any sale offering, issue, subscription or proposed sale of any Notes other than those contained in the Offering Circular or the information approved in writing and provided by such Issuer or the Issuer and/or PT and/or PTC Guarantor pursuant to clause 7 (taken together with the Offering Circular); andClause 7; (ii) it will not circulate any version of the Offering Circular other than the latest version of the Offering Circular published by the such Issuer and made available to such Dealer from time to time; and (iii) it shall promptly cease use or distribution of the Offering Circular or any additional written information provided for in Clause 7 upon receipt of notice from any Issuer or the Guarantor that the Offering Circular or such information requires updating or correction. (3) Without prejudice to Each Dealer undertakes with each of the Issuers, the Guarantor and the other rights Dealers to indemnify, defend and remedies of hold harmless the Issuer, PT or PTC, each Dealer severally undertakes with the Issuer, PT and PTC that it will hold the Issuer and/or PT and/or PTC indemnified Indemnified Person against any losses, liabilities, costs, claims, charges, expensesactions and demands, actions or demands and any reasonable out-of-pocket costs and expenses which the Issuer and/or PT and/or PTC Indemnified Person may incur or which may be made against each the Indemnified Person arising out of, or any of them as a result of any breach in connection with: (a) the making by such Dealer of any unauthorised representation or the giving by it of its undertakings any information which is not contained in clauses 8(1the Offering Circular or otherwise authorised in accordance with Clause 7; or (b) provided thatany failure by such Dealer to observe any of the restrictions or agreements contained in Appendix B hereto. (4) If any claim, without prejudice to any other claim the Issuer and/or PT and/or PTC may have against such Dealer, no Dealer shall be liable to hold the Issuer and/or PT and/or PTC indemnified demand or action is brought against any lossessuch Indemnified Person in respect of which indemnity may be sought from a Dealer pursuant to Clause 8(3), liabilities, costs, claims, charges, expenses, actions or demands arising from the sale of Notes to any person believed in good faith by such Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Appendix B. The provisions of clause Clause 6(2) shall apply, mutatis mutandis, to any claim for indemnity pursuant to this clausein relation thereto.