Common use of Japan Clause in Contracts

Japan. (i) The Securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “FIEA”). Each Underwriter represents and agrees that it has not and will not offer or sell, directly or indirectly, any of the Securities in Japan or to, or for the account or benefit of, any resident of Japan (including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, any resident of Japan for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the FIEA and (2) in compliance with any other applicable laws, regulations and governmental guidelines of Japan.

Japan. (i) The Securities have not been and will not be registered under the Financial Instruments and Exchange Law Act of Japan (Act No. 25 of 1948, as amended) (the “FIEA”). Each Underwriter ) and, accordingly, each of the Underwriters, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents and agrees that it has not and will not offer or sellsell any Securities, directly or indirectly, any of the Securities in Japan or to, or for the account or the benefit of, any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan), or to, or to others for the account or benefit of, any resident of Japan for reoffering re-offering or resale, directly or indirectly, in Japan or to, or for the account or the benefit of, any resident of Japan except (1) pursuant to an exemption from the registration requirements of, or of and otherwise in compliance with, with the FIEA and (2) in compliance with any other applicable laws, rules, regulations and governmental guidelines of Japan.