Common use of Financial Services Act Clause in Contracts

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Company that (a) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Xxx 0000 (the “FSMA”) and the Public Offers of Securities Regulations 1995 (the “Regulations”) with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom; (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or the Issuer; and (c) it has not offered or sold, and prior to the date which is six months after the date of issue of the Offered Notes will not offer or sell any Offered Note to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Regulations.

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Company Transferor and the Bank that (a) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Xxx 0000 Act 2000 (the “"FSMA”") and the Public Offers of Securities Regulations 1995 (the “"Regulations”") with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom; (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Transferor or the Issuer; and (c) it has not offered or sold, and prior to the date which is six months after the date of issue of the Offered Notes will not offer or sell any Offered Note to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Regulations.

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Company Transferor and the Bank that (a) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Xxx 0000 (the “FSMA”) and the Public Offers of Securities Regulations 1995 (the “Regulations”) with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom; (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Transferor or the Issuer; and (c) it has not offered or sold, and prior to the date which is six months after the date of issue of the Offered Notes will not offer or sell any Offered Note to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Regulations.

Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Company Transferor and the Bank that (a) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Xxx 0000 Act 2000 (the “FSMA”) and the Public Offers of Securities Regulations 1995 (the “Regulations”) with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom; (b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Transferor or the Issuer; and (c) it has not offered or sold, and prior to the date which is six months after the date of issue of the Offered Notes will not offer or sell any Offered Note to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Regulations.