Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause 2 are conditional on:
(a) there having been, as at the proposed Issue Date, no material adverse change, event or development involving a prospective material adverse change from that set forth in the Base Listing Particulars as at the relevant Agreement Date in the condition (financial or otherwise) business, properties, shareholders’ equity or results of operations of any of the Issuer, the Guarantor or the Group nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause 4;
(b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under this Agreement, the Agency Agreement, the Deed of Covenant, the Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date;
(c) subject to clause 12, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in subclause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Agency Agreement) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding EUR 3,000,000,000;
(d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes;
(e) no meeting of the holders of Notes (or any of them) having been duly convened but not yet held or, if held but adjourned, the adjourned meeting having not been held and neither the Issuer nor the Guarantor being aware of any circumstances which are likely to lead to the convening of such a meeting;
(f) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer, be likely to either (i) prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such N...
Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Notes made pursuant to Clause 2 are conditional upon:
Each issue. The obligations of a Dealer under any agreement for the issue and purchase of Covered Bonds made under Clause 2 are conditional on:
(a) there being, as at the proposed Issue Date no event making any of the representations and warranties in Clause 4 untrue or incorrect to an extent which is material in the context of the issue and offering of the Covered Bonds (save as expressly disclosed in writing by the Issuer or the Guarantor, as the case may be, to, and acknowledged in writing by, the relevant Dealer) and there having been delivered to the relevant Dealer(s) a certificate to that effect signed by a duly authorised officer of, as applicable, the Issuer and the Guarantor, dated the Issue Date;
(b) there being no outstanding breach of any of the obligations of either the Issuer or the Guarantor under any of the Transaction Documents or any Covered Bonds which is material in the context of the issue of the Covered Bonds which are the subject of such agreement and which has not been waived by the relevant Dealer on or prior to the proposed Issue Date;
(c) in the case of Covered Bonds which are intended to be listed or admitted to trading, the relevant authority or authorities having agreed to list the Covered Bonds or admit the Covered Bonds to trading, as the case may be, subject only to the issue of the relevant Covered Bonds;
(d) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Covered Bonds and the Guarantor to guarantee the Covered Bonds on the proposed Issue Date and for the Issuer and Guarantor to fulfil their obligations under the Covered Bonds and the Covered Bond Guarantee, respectively;
(e) there having been, between the Agreement Date and the Issue Date for the Covered Bonds, in the professional opinion of the relevant Dealer (after consultation with the Issuer and the Guarantor, if practicable), no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in its view be likely to prejudice materially the offering or sale of the Covered Bonds proposed to be issued;
(f) the forms of the Final Terms Document or Pricing Supplement (as the case may be), the applicable Global Covered Bonds, Definitive Covered Bonds and Receipts, Coupons or Talons (each as applicable) in relation to the relevant Tranche and the relevant settlement procedures having been agreed by the Issuer, the...
Each issue. The obligations of a Dealer under any agreement for the issue and subscription of Notes made under Clause 2 (Agreements to Issue and Subscribe for Notes) are conditional on:
(a) there having been, as at the proposed Issue Date, no material adverse change or any development involving a prospective material adverse change from that set forth in the Base Prospectus as at the relevant Agreement Date in the consolidated financial condition of the Issuer nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in Clause 4 (Representations and Warranties of the Issuer);
(b) there being no outstanding breach of any of the obligations of the Issuer under this Agreement, the Trust Deed, the Agency Agreement or any Notes which is material in the context of the issue of Notes and which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date;
(c) subject to Clause 12 (Increase in the Aggregate Nominal Amount of the Programme), the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (determined as provided in sub-clause 3.5) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in the case of Notes denominated in a currency other than U.S. dollars, the U.S. dollar equivalent (as so determined) of the aggregate nominal amount) of all Notes outstanding (as defined in the Trust Deed) on the proposed Issue Date (excluding for this purpose Notes due to be redeemed on the Issue Date) not exceeding U.S.$1,500,000,000;
(d) in the case of Notes which are intended to be listed, the relevant authority or authorities having agreed to list the Notes, subject only to the issue of the relevant Notes;
(e) there having been, between the Agreement Date and the Issue Date for the Notes, in the opinion of the relevant Dealer, no such change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the opinion of the relevant Dealer (after consultation with the Issuer, if practicable), be likely to prejudice materially the sale by the Dealer of the Notes proposed to be issued or, where relevant, the dealing in such Notes in the secondary market;
(f) there being in full force and effect all governmental or regulatory resolutions, approvals or consents required for the Issuer to issue the Notes o...
Each issue. Where an agreement has been made pursuant to clause 2 to issue and purchase Notes, prior to the Agreement Date for such Notes, ENEL shall provide to the relevant Dealer or the Lead Manager, as the case may be, a copy of the resolution of the Board of Directors of the relevant Issuer authorising the issue of such Notes and, where ENEL is the relevant Issuer, a resolution of the shareholders of ENEL authorising the issue of such Notes, in each case with a certified English translation thereof. The copies of such resolutions shall be certified on behalf of ENEL as being true and correct copies and of their being in full force and effect, not having been revoked or amended since the respective dates they were passed. The production of such certified copy resolutions, and where applicable, certified English translations of them, shall be a further condition precedent to those set out in clause 3.1 and 3.2 above, together with delivery of a legal opinion from legal advisers (approved by the Dealer(s)) in Italy and Luxembourg (where the relevant Issuer is ENEL S.A.), in such form and with such content as the Dealers may reasonably require, in respect of the due authorisation by the relevant Issuer and ENEL (if not the relevant Issuer) of the issue of such Notes. The obligations of a Dealer under any agreement for the issue and purchase of Notes made under clause 2 are conditional on:
(a) there having been, as at the proposed Issue Date, no material adverse change or any development involving a prospective material adverse change from that set forth in the Offering Circular as at the relevant Agreement Date in the condition (financial or otherwise) of the relevant Issuer or ENEL (if not the relevant Issuer) or ENEL and its consolidated subsidiaries taken as a whole nor the occurrence of any event making untrue or incorrect any of the representations and warranties contained in clause 4;
(b) there being no outstanding breach of any of the obligations of either Obligor under this Agreement, the Agency Agreement, either Deed of Covenant, the Deed Poll, the Guarantee or any Notes which has not been expressly waived by the relevant Dealer on or prior to the proposed Issue Date;
(c) subject to clause 13, the aggregate nominal amount (or, in the case of Notes denominated in a currency other than euro, the euro equivalent (determined as provided in clause 3.6) of the aggregate nominal amount) of the Notes to be issued, when added to the aggregate nominal amount (or, in th...
