Common use of Italy Clause in Contracts

Italy. The offering of the Securities has not been registered pursuant to the Italian securities legislation and, accordingly, each of the Underwriters represents and agrees that it has not offered or sold, and will not offer or sell, any Securities in the Republic of Italy in a solicitation to the public, and that sales of the Securities in the Republic of Italy shall be effected in accordance with all Italian securities, tax, exchange control, banking, and other applicable laws and regulations. Each of the Underwriters represents and agrees that it will not offer, sell, or deliver any Securities or distribute copies of the Final Prospectus or any other documents relating to the Securities in the Republic of Italy except to "Professional investors," as defined in Article 31.2 of Commissione Nazionale per le Societa e la Borsa ("CONSOB") Regulation No. 11522 of 1st July 1998 ("Regulation No. 11522"), as amended, pursuant to Articles 30.2 and 100 of Legislative Decree No. 58 of 24th February 1998 ("Decree No. 58"), or in any other circumstances where an express exemption from compliance with the solicitation restrictions provided by Decree Xx. 00 xx XXXXXX Xxxxxxxxxx Xx. 00000 of 14th May 1999 applies, provided, however, that any such offer, sale, or delivery of Securities or distribution of copies of the Final Prospectus or any other document relating to the Securities in the Republic of Italy must be:

Italy. The offering of the Securities has not been registered pursuant to the Italian securities legislation and, accordingly, each of the Underwriters represents and agrees that it has not offered or sold, and will not offer or sell, any Securities in the Republic of Italy in a solicitation to the public, and that sales of the Securities in the Republic of Italy shall be effected in accordance with all Italian securities, tax, exchange control, banking, control and other applicable laws and regulations. Each of the Underwriters represents and agrees that it will not offer, sell, sell or deliver any Securities or distribute copies of the Final Prospectus or any other documents document relating to the Securities in the Republic of Italy except to "Professional investors," ", as defined in Article 31.2 of Commissione Nazionale per le Societa e la Borsa ("CONSOB") CONSOB Regulation No. 11522 of 1st July 1998 ("Regulation No. 11522"), as amended, pursuant to Articles 30.2 and 100 of Legislative Decree No. 58 of 24th February 1998 ("Decree No. 58"), or in any other circumstances where an express exemption from compliance with the solicitation restrictions provided by Decree Xx. 00 xx XXXXXX Xxxxxxxxxx Xx. 00000 of 14th May 1999 applies, provided, provided however, that any such offer, sale, sale or delivery of Securities or distribution of copies of the Final Prospectus or any other document relating to the Securities in the Republic of Italy must be: