Offering and Sale of Notes. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.
Offering and Sale of Notes. (a) Each Agent shall communicate to the Company, orally or in writing, each offer (unless previously rejected by such Agent as provided below) to purchase Notes on terms previously communicated by the Company to such Agent, and the Company shall have the sole right to accept such offers to purchase Notes and may refuse any proposed purchase of Notes in whole or in part for any reason. Each Agent shall have the right, in its discretion reasonably exercised, to reject any such offer received by it in whole or in part. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.
(b) The Agents covenant with the Company that they shall not use, refer to or distribute any Free Writing Prospectus except:
(1) an applicable Free Writing Prospectus that (i) is not an Issuer Free Writing Prospectus, and (ii) contains only information describing the preliminary terms of the Notes or their offering, which information is limited to the categories of terms referenced in the Terms Agreement attached hereto as Exhibit B or otherwise permitted under Rule 134 under the Securities Act;
(2) an applicable Free Writing Prospectus as shall be agreed in writing with the Company that is not distributed, used or referenced by the Agents in a manner reasonably designed to lead to its broad unrestricted dissemination unless the Company consents in writing to such dissemination; and
(3) an applicable Free Writing Prospectus identified in a schedule to the applicable Terms Agreement as forming part of the Time of Sale Prospectus.
Offering and Sale of Notes. The U.S. Agent, the International Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the U.S. or Euro Procedures, as the case may be. In connection with any offering of Euro Medium-Term Notes, the International Agent may act as stabilizing agent (the "Stabilizing Agent"), and as Stabilizing Agent may over-allot or effect transactions which stabilize or maintain the market price of the Euro Medium-Term Notes at a level which might not otherwise prevail. Such stabilizing, if commenced, may be discontinued at any time. The Stabilizing Agent, whose identity shall be disclosed in the applicable supplement to the Prospectus relating to such offering of Euro Medium-Term Notes, shall comply with all applicable laws.
Offering and Sale of Notes. The Purchasing Agent, the other Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Administrative Procedures, as the case may be.
Offering and Sale of Notes. Each Agent shall communicate to the Company, orally or in writing, each offer (unless previously rejected by such Agent as provided below) to purchase Notes on terms previously communicated by the Company to such Agent, and the Company shall have the sole right to accept such offers to purchase Notes and may refuse any proposed purchase of Notes in whole or in part for any reason. Each Agent shall have the right, in its discretion reasonably exercised, to reject any such offer received by it in whole or in part. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.
Offering and Sale of Notes. (a) Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.
(b) The Company agrees that, unless it has obtained or will obtain the prior written consent of the Agents, and each Agent, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the information contained in the Pricing Supplement prepared and filed pursuant to Section 5(a). Any such free writing prospectus consented to by the Agents or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433) and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Offering and Sale of Notes. (a) Each Agent severally represents to and agrees with Mexico that it has not offered or sold, and will not offer or sell, any Notes constituting part of its allotment of Notes to be offered and sold outside the United States (“Non-U.S. Offerings”) within the United States except in accordance with Rule 903 of Regulation S under the Act and that, accordingly, neither such Agent nor its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to Notes being offered or to be offered and sold in Non-U.S. Offerings. Terms used in this paragraph have the meanings given to them by Regulation S under the Act.
(b) Each Agent severally represents, warrants and agrees that: (i) in relation to any Notes which must be redeemed before the first anniversary of the date of their issue, (A) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business, (B) it has not offered or sold and will not offer or sell any Notes other than 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 who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Xxx 0000 (the “FSMA”) by Mexico, (C) the redemption value of such Notes will not be less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than sterling), and (D) no part of any such Notes will be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount); (ii) it has only communicated and caused to be communicated and 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 Notes in circumstances in which Section 21(1) of the FSMA does not apply to Mexico and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom.
(c) Each Agent severally repre...
Offering and Sale of Notes. Each party hereto agrees to perform the respective duties and obligations specifically provided to be performed by it in the Administrative Procedures.
Offering and Sale of Notes. Settlement procedures shall be agreed to by the Company and the Agents from time to time, provided, that upon the acceptance of an offer to purchase Notes, whether as an Agent as principal or an Agent as agent, such Agent shall deliver to the Company the terms of any such purchase as soon as practicable after the determination of such terms. Each of you and the Company agrees to perform the respective duties and obligations agreed to pursuant to the immediately preceding sentence.
Offering and Sale of Notes. (a) Each Agent severally represents to and agrees with Mexico that it has not offered or sold, and will not offer or sell, any Notes constituting part of its allotment of Notes to be offered and sold outside the United States (“Non-U.S. Offerings”) within the United States except in accordance with Rule 903 of Regulation S under the Act and that, accordingly, neither such Agent nor its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to Notes being offered or to be offered and sold in Non-U.S. Offerings. Terms used in this paragraph have the meanings given to them by Regulation S under the Act.
(b) In addition to the provisions of paragraph (a) of this Section 3, each Agent severally represents to and agrees with Mexico that it has not offered, sold or delivered and it will not offer, sell or deliver, directly or indirectly, any of the Notes or distribute any Registration Statement, the Basic Prospectus, Prospectus Supplement or any Pricing Supplement or any other material relating to the offering of the Notes, in or from any jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with the applicable laws and regulations thereof (including, without limitation, any registration requirements, prospectus delivery or approval requirements or antifraud provisions) and which will not impose any obligations on Mexico except as contained in this Agreement. Without limiting the generality of the foregoing, each Agent severally represents and agrees that it has not offered, sold or delivered and it will not offer, sell or deliver, directly or indirectly, any of the Notes in or from any jurisdiction except in accordance with the selling restrictions contained in the Prospectus Supplement and any selling restrictions contained in the applicable Pricing Supplement or any other material relating to the offering of the Notes.
(c) Without prejudice to the provisions of Section 1(b) above and except for registration under the Act and compliance with the rules and regulations thereunder and the qualification of the Notes for offer and sale under the laws of such jurisdictions as Mexico and the Agents may agree pursuant to Section 4(h), Mexico shall not have any responsibility for, and each Agent severally agrees with Mexico that each such Agent and its respective affiliates will obtain, any consent, approval or authorization required by t...
