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 them for the purchase, offer, sale or delivery by them of any of the Notes under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such purchase, offer, sale or delivery of any of the Notes. (d) Each Agent severally represents and agrees that it has not made and will not make any offer relating to the Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 under the Act) or a portion thereof required to be filed by Mexico with the Commission, other than one or more term sheets relating to the Notes containing customary information and conveyed to purchasers of the Notes or otherwise approved prior to the use thereof by Mexico and the Purchasers, or retained by Mexico under Rule 433 under the Act.
Appears in 1 contract
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 Each Agent severally represents, warrants and agrees that: (i) in relation to any Notes which must be redeemed before the provisions first anniversary of paragraph the date of their issue, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of this investments (as principal or agent) for the purposes of its business and (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 319 of the Financial Services and Markets Xxx 0000 (the “FSMA”) by Mexico; (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 the 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, each from or otherwise involving the United Kingdom.
(c) Each Agent severally represents to and agrees with Mexico that it has not offeredoffered or sold, sold or delivered and it will not offeroffer or sell, sell or deliverany Notes, directly or indirectly, in Japan or to, or for the benefit of, any of the Notes Japanese Person, or distribute any Registration Statementto others for re-offering or resale, the Basic Prospectus, Prospectus Supplement directly or any Pricing Supplement or any other material relating to the offering of the Notesindirectly, in Japan or from to any jurisdiction Japanese Person except under circumstances that will, to the best of its knowledge and belief, which will result in compliance with the Securities and Exchange Law of Japan and any other applicable laws and regulations thereof (includingpromulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For the purposes of this paragraph “Japanese Person” shall mean any person resident in Japan, without limitation, including any registration requirements, prospectus delivery corporation 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 entity organized under the laws of Japan. Each agent is required to provide such jurisdictions necessary information as is necessary, excluding the names of clients or any other information an agent is precluded from providing contractually or legally, on these notes to Mexico and the Agents so that Mexico 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 them for the purchase, offer, sale or delivery by them of any of the Notes under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such purchase, offer, sale or delivery of any of the Notes.
(d) Each Agent severally represents and agrees that it has not made and will not make any offer relating such required reports to the Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 under Ministry of Finance through the Act) or a portion thereof required to be filed by Mexico with the Commission, other than one or more term sheets relating to the Notes containing customary information and conveyed to purchasers Bank of the Notes or otherwise approved prior to the use thereof by Mexico and the Purchasers, or retained by Mexico under Rule 433 under the ActJapan.
Appears in 1 contract
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 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 Pounds 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 or 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 the provisions of paragraph Notes in, from or otherwise involving the United Kingdom.
(ac) of this Section 3, each Each Agent severally represents to and agrees with Mexico that it has not offeredoffered or sold, sold or delivered and it will not offeroffer or sell, sell or deliverany Notes, directly or indirectly, any of in Japan or to, or for 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 limitationbenefit of, any registration requirementsresident of Japan (which term as used herein means any person resident in Japan, prospectus delivery including any corporation or approval requirements other entity organized under the laws of Japan), 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 to others for re-offering or delivered and it will not offer, sell or deliverresale, directly or indirectly, any in Japan or to a resident of Japan, except pursuant to an exemption from the Notes registration requirements of, and otherwise in or from any jurisdiction except in accordance with compliance with, the selling restrictions contained in the Prospectus Supplement Financial Instruments and Exchange Law of Japan and any selling restrictions contained in the other applicable Pricing Supplement or any other material relating to the offering laws, regulations and ministerial guidelines 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 them for the purchase, offer, sale or delivery by them of any of the Notes under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such purchase, offer, sale or delivery of any of the NotesJapan.
(d) Each Agent severally represents to and agrees with Mexico that it has complied and will comply with all applicable provisions of Swiss law, including the regulations of the Swiss National Bank with respect to the offer and sale of Notes denominated in Swiss francs or carrying a Swiss franc-related element.
(e) In relation to each member state of the European Economic Area (Iceland, Norway and Liechtenstein in addition to the member states of the European Union) which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), each Agent represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State:
(i) in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication;
(ii) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(iii) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Agents; or
(iv) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Securities to the public shall require Mexico or any Agent to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the Public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
(f) Each Agent acknowledges and agrees that no prospectus has been nor will be published in Italy in connection with the offering of the Notes and that such offering has not been cleared by the Italian Securities Exchange Commission (Commissione Nazionale per le Società e la Borsa, the “CONSOB”) pursuant to Italian securities legislation and, accordingly, represents and agrees that the Notes may not and will not be offered, sold or delivered, nor may or will copies of the Prospectus, any Pricing Supplement or any other documents relating to the Notes be distributed in Italy in an offer to the public of financial products under the meaning of Article 1, paragraph 1, letter t) of the Italian Legislative Decree No. 58 of February 24, 1998, as amended (the “Consolidated Financial Act”) unless an exception applies. Therefore, each Agent acknowledges and agrees that constitutes the Notes may only be offered, transferred, or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” delivered within the territory of Italy: (i) to qualified investors (investitori qualificati), as defined in Rule 405 under Article 26, paragraph 1, letter d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (the Act“Intermediaries Regulation”), pursuant to Article 100 of the Consolidated Financial Act and Article 34-ter of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the “Issuers Regulation”); or (ii) or a portion thereof required to be filed by Mexico in any other circumstances where an express exemption from compliance with the Commission, other than one or more term sheets relating restrictions on offers to the Notes containing customary information and conveyed to purchasers public applies, including, without limitation, as provided under Article 100 of the Notes or otherwise approved prior to the use thereof by Mexico Consolidated Financial Act and the Purchasers, or retained by Mexico under Rule 433 under the Act.Article 34-
Appears in 1 contract
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 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 paragraph the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom.
(ac) of this Section 3, each Each Agent severally represents to and agrees with Mexico that it has not offeredoffered or sold, sold or delivered and it will not offeroffer or sell, sell or deliverany Notes, directly or indirectly, any of in Japan or to, or for 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 limitationbenefit of, any registration requirementsJapanese Person, prospectus delivery or approval requirements to others for re-offering 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 deliverresale, directly or indirectly, in Japan or to any Japanese Person except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of the Notes in or from any jurisdiction except in accordance with the selling restrictions contained in the Prospectus Supplement Japan and any selling restrictions contained other applicable laws, regulations and ministerial guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the applicable Pricing Supplement relevant time. For the purposes of this paragraph “Japanese Person” shall mean any person resident in Japan, including any corporation 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 entity organized under the laws of Japan. Each agent is required to provide such jurisdictions necessary information as is necessary, excluding the names of clients or any other information an agent is precluded from providing contractually or legally, on these notes to Mexico and the Agents so that Mexico 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 them for the purchase, offer, sale or delivery by them of any of the Notes under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such purchase, offer, sale or delivery of any of the Notes.
(d) Each Agent severally represents and agrees that it has not made and will not make any offer relating such required reports to the Notes that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 under Ministry of Finance through the Act) or a portion thereof required to be filed by Mexico with the Commission, other than one or more term sheets relating to the Notes containing customary information and conveyed to purchasers Bank of the Notes or otherwise approved prior to the use thereof by Mexico and the Purchasers, or retained by Mexico under Rule 433 under the ActJapan.
Appears in 1 contract
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 and (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; and (ii) 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 represents to and agrees with Mexico that it will not offer or sell any Notes directly or indirectly in Japan or to residents of Japan or for the benefit of any Japanese person (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), except under circumstances which will result in compliance with the Securities and Exchange Law of Japan and any other applicable Japanese laws and regulations as in effect from time to time. Each Agent severally agrees to provide to Mexico any necessary information, excluding the names of clients, on Notes denominated in Japanese yen so that Mexico can make any required reports to the Ministry of Finance and other Japanese authorities.
(d) Each Agent severally represents to and agrees with Mexico that it will not offer, sell or publicly promote or advertise the Notes other than in compliance with the German Securities Sales Prospectus Act of December 13, 1990, as amended, or any other laws applicable in the Federal Republic of Germany governing the issue, offering and sale of securities.
(e) Each Agent severally represents to and agrees with Mexico that, in connection with any initial distribution of Notes, it has not offered or sold and will not offer or sell, directly or indirectly, any Notes to the public in the Republic of France, and that it has not distributed and will not distribute or cause to be distributed to the public in the Republic of France the Basic Prospectus, the Prospectus Supplement or any other offering materials relating to the Notes or use such materials in connection with any offer for subscription of the notes to the public in France.
(f) Each Agent severally represents to and agrees with Mexico that it has complied and will comply with all applicable provisions of Swiss law, including the regulations of the Swiss National Bank with respect to the offer and sale of Notes denominated in Swiss francs or carrying a Swiss franc-related element.
(g) Each Agent severally represents to and agrees with Mexico that it has not offered, sold, transferred or delivered in or from The Netherlands, as part of their initial distribution or as part of any re-offering, and neither this prospectus nor any other document in respect of the offering may be distributed or circulated in the Netherlands, other than to individuals or legal entities which include, but are not limited to, banks, brokers, dealers, institutional investors and undertakings with a treasury department, who or which trade or invest in securities in the conduct of a business or profession.
(h) In addition to the provisions of paragraph paragraphs (a) through (g) 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.
(ci) 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(h4(e), 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 them for the purchase, offer, sale or delivery by them of any of the Notes under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such purchase, offer, sale or delivery of any of the Notes.
(dj) Each Notes in bearer form (“Bearer Notes”) are subject to United States tax law requirements. Accordingly, each Agent severally and Purchaser represents and agrees to the following: (i) except to the extent permitted under U.S. Treas. Reg. § 1.163–5(c)(2)(i)(D) (the “D Rules”), (A) it has not offered or sold, and during the restricted period will not offer or sell, Bearer Notes to a person who is within the United States or its possessions or to a United States Person, and (B) it has not delivered and will not deliver within the United States or its possessions definitive Bearer Notes that are sold during the restricted period; (ii) it represents and agrees that it has and throughout the restricted period will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Bearer Notes are aware that such Bearer Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States Person, except as permitted by the D Rules; (iii) if it is a United States Person, it represents that it is acquiring the Bearer Notes for purposes of resale in connection with their original issuance and if it retains Bearer Notes for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. § 1.163–5(c)(2)(i)(D)(6); and (iv) with respect to each affiliate that acquires from it Bearer Notes for the purpose of offering or selling such Bearer Notes during the restricted period, it either (A) repeats and confirms the representations and agreements contained in clauses (i), (ii) and (iii) on such affiliate’s behalf or (B) agrees that it will obtain from such affiliate for Mexico’s benefit the representations and agreements contained in clauses (i), (ii) and (iii). In addition, each Agent represents and agrees that it has not made entered and will not make enter into any offer relating contractual arrangement with any distributor (as that term is defined for purposes of the D Rules) with respect to the Notes that constitutes distribution of Bearer Notes, except with its affiliates or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 under the Act) or a portion thereof required to be filed by Mexico with the Commissionprior written consent of Mexico. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder, other than one or more term sheets relating to including the Notes containing customary information and conveyed to purchasers of the Notes or otherwise approved prior to the use thereof by Mexico and the Purchasers, or retained by Mexico under Rule 433 under the ActD Rules.
Appears in 1 contract
