Representations and Warranties of Peru. Peru represents and warrants to each of the Underwriters that: (a) Peru meets the requirements for use of Schedule B under the Securities Act. Peru has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Schedule B under the Securities Act (File No. 333-156085) covering the registration of debt securities and warrants, including the Global Bonds under the Securities Act and including the related base prospectus (the “Base Prospectus”). Such registration statement has been declared effective by the Commission, as amended as of the date and time of this Agreement (the “Execution Time”). The Registration Statement, (as defined below) as amended as of the Execution Time, together with the Base Prospectus constituting a part thereof and all documents incorporated by reference thereto, meets the requirements set forth in Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. Peru proposes to file with the Commission, pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”), a supplement to the Base Prospectus (the “Prospectus Supplement”) relating to the Global Bonds and the plan of distribution thereof and has previously advised you of all other information (financial, statistical and other), if any, with respect to Peru to be set forth therein. Such registration statement (including the Base Prospectus and any documents incorporated by reference in such registration statement), as amended as of the Execution Time, including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein, if any, at the date and time it became effective (the “Effective Time”), is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings thereafter have been initiated by the Commission. (b) The Base Prospectus together with the Prospectus Supplement in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time is hereinafter referred to as the “Final Prospectus.” (c) Prior to the termination of the Offering, Peru will not file any amendment to the Registration Statement or supplement to the Final Prospectus which shall not have previously been furnished to the Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing. (d) At the Effective Time, the Registration Statement and any amendment thereof did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus and any amendment or supplement thereto, will comply in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder, including the Release and Schedule B. Neither the Registration Statement, as amended at the Effective Time and at the Execution Time, nor the Final Prospectus, as amended or supplemented as of any such time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein (with respect to the Final Prospectus as amended or supplemented as of any such time, in the light of the circumstances under which they were made) not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Registration Statement or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). (e) The Disclosure Package (as defined herein), at the date and time of the first sale of the Global Bonds to the public (5:46 p.m. New York City time on the date of this Agreement), when taken as a whole, did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). The (i) Base Prospectus, as amended and supplemented as of the Execution Time, together with the preliminary prospectus supplement used in connection with the Offering of the Global Bonds (the “Preliminary Prospectus Supplement”), (ii) the Issuer Free Writing Prospectus identified in Schedule II hereto, and (iii) any other free writing prospectus as defined in Rule 405 under the Securities Act (each a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of this Disclosure Package, are hereinafter referred to as the “Disclosure Package”. (f) The Electronic Road Show, if any, when taken together with the Disclosure Package, at the date and time of the first sale of the Global Bonds to the public (5:46 p.m. New York City time on the date of this Agreement), did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). Each Issuer Free Writing Prospectus listed on Schedules II and III hereto, as of the date and time of the first sale of the Global Bonds to the public set forth above and on the Closing Date, did not and will not conflict with the information contained in the Registration Statement or the Final Prospectus. (g) The documents, if any, incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Securities Act or the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Disclosure Package or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ Information. (h) Since the respective dates as of which information is given in the Final Prospectus, the Disclosure Package and the Registration Statement, there has not been any material adverse change, or any event that would reasonably be expected to result in a prospective material adverse change in the financial, economic or political condition of Peru, or in the ability of Peru to perform its obligations under this Agreement, the Fiscal Agency Agreement or the Global Bonds, otherwise than as set forth in or contemplated in the Registration Statement, the Disclosure Package or the Final Prospectus. (i) The execution and delivery of this Agreement, the Fiscal Agency Agreement and all other documents to be executed and delivered by Peru hereunder or thereunder, the issuance and delivery of the Global Bonds and the performance of the terms of the Global Bonds have been duly authorized by Peru, and have been or will be duly executed and delivered by Peru; and this Agreement, the Fiscal Agency Agreement and, upon due authentication by the fiscal agent under the Fiscal Agency Agreement, the Global Bonds constitute or will constitute valid and binding obligations of Peru enforceable against Peru in accordance with their respective terms and, in the case of the Global Bonds, are or will be entitled to the benefits provided by the Fiscal Agency Agreement, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and to possible judicial action giving effect to foreign governmental actions or sovereign laws affecting creditors’ rights. (j) The execution and delivery of this Agreement, the Fiscal Agency Agreement, the issuance and delivery of the Global Bonds and the performance of the terms of the Global Bonds constitute private and commercial acts rather than public or governmental acts, as such terms are defined under the U.S. Foreign Sovereign Immunities Act of 1976 (and as interpreted by applicable case law). Under the laws of Peru, neither Peru nor any of its property, except for (i) property used by a diplomatic or consular mission of Peru; (ii) property of a military character and under the control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of Peruvian private sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale of such shares, to the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru’s accounts held in the Peruvian financial system that constitute public domain property, has any immunity from jurisdiction of any court or from set-off or from execution, attachment or any other legal process. The waivers of immunity by Peru contained in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the appointment of the process agent in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the consent by Peru to the jurisdiction of the courts specified in this Agreement, the Fiscal Agency Agreement, and the terms and conditions of the Global Bonds and the provision that the laws of the State of New York govern this Agreement, the Fiscal Agency Agreement and the Global Bonds, are irrevocably binding on Peru. (k) The Fiscal Agency Agreement and the Global Bonds conform or will conform in all material respects to the descriptions thereof contained in the Final Prospectus, and the statements made under the captions “Description of the Global Bonds” in the Final Prospectus, insofar as such statements purport to summarize the terms of the Global Bonds, constitute accurate and fair summaries in all material respects of such terms. (l) There is no constitutional provision, or any provision of any treaty, convention, statute, law, regulation, decree, court order or similar authority binding upon Peru, or any provision of any contract, agreement or instrument to which Peru or any Governmental Agency (as defined below) is a party, which would be materially contravened or breached, or which would result in the creation of any lien or encumbrance, or under which a default would arise or a moratorium in respect of any obligations of Peru or any Governmental Agency be effected, as a result of the execution and delivery by Peru of this Agreement, the Fiscal Agency Agreement, or the issuance and delivery of the Global Bonds as contemplated in this Agreement, or as a result of the performance or observance by Peru of any of the terms of this Agreement, the Fiscal Agency Agreement, or the Global Bonds. “Governmental Agency” means each agency, department, ministry, authority, municipality, statutory corporation or statutory body or judicial entity of Peru or any political subdivision thereof or therein, now existing or hereafter created, and any bank, corporation or other legal entity owing 51% or more of the capital or voting stock or other ownership interest of which is now or hereafter owned or controlled, directly or indirectly, by Peru or by any state or municipality of Peru.
Appears in 1 contract
Representations and Warranties of Peru. Peru represents and warrants to each of the Underwriters that:
(a) Peru meets the requirements for use of Schedule B under the Securities Act. Peru has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Schedule B under the Securities Act (File No. 333-156085333- 252387) covering the registration of debt securities securities, warrants and warrantsunits, including the Global Bonds under the Securities Act and including the related base prospectus (the “Base Prospectus”). Such registration statement has been declared effective by the Commission, as amended as of the date and time of this Agreement (the “Execution Time”). The Registration Statement, (as defined below) as amended as of the Execution Time, together with the Base Prospectus constituting a part thereof and all documents incorporated by reference thereto, meets the requirements set forth in Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. Peru proposes to file with the Commission, pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”), a supplement to the Base Prospectus (the “Prospectus Supplement”) relating to the Global Bonds and the plan of distribution thereof and has previously advised you of all other information (financial, statistical and other), if any, with respect to Peru to be set forth therein. Such registration statement (including the Base Prospectus and any documents incorporated by reference in such registration statement), as amended as of the Execution Time, including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein, if any, at the date and time it became effective (the “Effective Time”), is hereinafter referred to as the “Registration Statement.” ”. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings thereafter have been initiated by the Commission.
(b) The Base Prospectus together with the Prospectus Supplement in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time is hereinafter referred to as the “Final Prospectus”; and any reference to any amendment or supplement to the Final Prospectus or Base Prospectus shall be deemed to refer to and include any annual reports on Form 18-K and any amendments to such Form 18-K on Form 18-K/A (including all exhibits thereto) (collectively, a “Form 18-K”) filed after the Execution Time, under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in the Final Prospectus.”
(c) Prior to the termination of the Offering, Peru will not file any amendment to the Registration Statement or supplement to the Final Prospectus which shall not have previously been furnished to the Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing.
(d) At the Effective Time, the Registration Statement and any amendment thereof did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus and any amendment or supplement thereto, will comply in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder, including the Release and Schedule B. Neither the Registration Statement, as amended at the Effective Time and at the Execution Time, nor the Final Prospectus, as amended or supplemented as of any such time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein (with respect to the Final Prospectus as amended or supplemented as of any such time, in the light of the circumstances under which they were made) not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Registration Statement or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein).
(e) The Disclosure Package (as defined herein), at the date and time of the first sale of the Global Bonds to the public (5:46 3:45 p.m. (New York City time time) on the date of this Agreement), when taken as a whole, did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). The .
(i) The Base Prospectus, as amended and supplemented as of the Execution Time, together with the preliminary prospectus supplement used in connection with the Offering of the Global Bonds (the “Preliminary Prospectus Supplement”), (ii) the Issuer Free Writing Prospectus Prospectuses substantially in the form identified in Schedule II hereto, and (iii) any other free writing prospectus as defined in Rule 405 under the Securities Act (each each, a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of this Disclosure Package, are hereinafter referred to as the “Disclosure Package”.
(f) The Electronic Road Show, if any, when taken together with the Disclosure Package, at the date and time of the first sale of the Global Bonds to the public (5:46 3:45 p.m. (New York City time time) on the date of this Agreement), did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). .
(g) Each Issuer Free Writing Prospectus listed on Schedules II and III hereto, as of the date and time of the first sale of the Global Bonds to the public set forth above and on the Closing Date, did not and will not conflict with the information contained in the Registration Statement or the Final Prospectus.
(gh) The documents, if any, incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Securities Act or the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Disclosure Package or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ InformationInformation (as defined in Section 10(b) herein).
(hi) Since the respective dates as of which information is given in the Final Prospectus, the Disclosure Package and the Registration Statement, Final Prospectus there has not been any material adverse change, or any event that would reasonably be expected to result in a prospective material adverse change in the financial, economic or political condition of Peru, or in the ability of Peru to perform its obligations under this Agreement, the Fiscal Agency Agreement Indenture or the Global Bonds, otherwise than as set forth in or contemplated in the Registration Statement, the Disclosure Package or the Final Prospectus.
(ij) The execution and delivery of this Agreement, the Fiscal Agency Agreement Indenture and all other documents to be executed and delivered by Peru hereunder or thereunder, the issuance and delivery of the Global Bonds and the performance of the terms of the Global Bonds have been duly authorized by Peru, and have been or will be duly executed and delivered by Peru; and this Agreement, the Fiscal Agency Agreement Indenture and, upon due authentication by the fiscal agent Trustee under the Fiscal Agency AgreementIndenture, the Global Bonds constitute or will constitute valid and binding obligations of Peru enforceable against Peru in accordance with their respective terms and, in the case of the Global Bonds, are or will be entitled to the benefits provided by the Fiscal Agency AgreementIndenture, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and to possible judicial action giving effect to foreign governmental actions or sovereign laws affecting creditors’ rights.
(jk) The execution and delivery of this Agreement, Agreement and the Fiscal Agency Agreement, the issuance and delivery offering of the Global Bonds and the performance of the terms of the Global Bonds outside Peru constitute private and commercial acts rather than public or governmental acts, as such terms are defined under the U.S. Foreign Sovereign Immunities Act of 1976 (and as interpreted by applicable case law) (the “Immunities Act”). Under the laws of Peru, neither Peru nor any of its property, except for (i) public domain property used by a diplomatic or consular mission of Peru; (ii) property of a military character and under the control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of Peruvian private public sector entities owned or controlled by Peru or by a Peruvian public sector entity, entity or revenues collected from the sale of such shares, to the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru’s accounts held in the Peruvian financial system that constitute public domain property, has any immunity from jurisdiction of any court or from set-off or from execution, attachment or any other legal process. The waivers of immunity by Peru contained in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the appointment of the process agent in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the consent by Peru to the jurisdiction of the courts specified in this Agreement, the Fiscal Agency Agreement, and the terms and conditions of the Global Bonds and the provision that the laws of the State of New York govern this Agreement, the Fiscal Agency Agreement and the Global Bonds, are irrevocably binding on Peru.
(kl) The Fiscal Agency Agreement Indenture and the Global Bonds conform or will conform in all material respects to the descriptions thereof contained in the Final ProspectusProspectus and the Disclosure Package, and the statements made under the captions “Description of the Global Bonds” in the Final ProspectusProspectus and the Disclosure Package, insofar as such statements purport to summarize the terms of the Global Bonds, constitute accurate and fair summaries in all material respects of such terms.
(lm) There is no constitutional provision, or any provision of any treaty, convention, statute, law, regulation, decree, court order or similar authority binding upon Peru, or any provision of any contract, agreement or instrument to which Peru or any Governmental Agency (as defined below) is a party, which would be materially contravened or breached, or which individually or in the aggregate, would result in the creation of any lien or encumbrance, or under which a default would arise or a moratorium in respect of any obligations of Peru or any Governmental Agency be effected, as a result of the execution and delivery by Peru of this Agreement, the Fiscal Agency AgreementIndenture, or the issuance and delivery of the Global Bonds as contemplated in this Agreement, or as a result of the performance or observance by Peru of any of the terms of this Agreement, the Fiscal Agency AgreementIndenture, or the Global Bonds. “Governmental Agency” means each agency, department, ministry, authority, municipality, statutory corporation or statutory body or judicial entity of Peru or any political subdivision thereof or therein, now existing or hereafter created, and any bank, corporation or other legal entity owing 51% or more of the capital or voting stock or other ownership interest of which is now or hereafter owned or controlled, directly or indirectly, by Peru or by any state or municipality of Peru.
Appears in 1 contract
Representations and Warranties of Peru. Peru represents and warrants to each of the Underwriters that:
(a) Peru meets the requirements for use of Schedule B under the Securities Act. Peru has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Schedule B under the Securities Act (File No. 333-156085174779) covering the registration of debt securities and warrants, including the Global Bonds under the Securities Act and including the related base prospectus (the “Base Prospectus”). Such registration statement has been declared effective by the Commission, as amended as of the date and time of this Agreement (the “Execution Time”). The Registration Statement, Statement (as defined below) ), as amended as of the Execution Time, together with the Base Prospectus constituting a part thereof and all documents incorporated by reference thereto, meets the requirements set forth in Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. Peru proposes to file with the Commission, pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”), a supplement to the Base Prospectus (the “Prospectus Supplement”) relating to the Global Bonds and the plan of distribution thereof and has previously advised you of all other information (financial, statistical and other), if any, with respect to Peru to be set forth therein. Such registration statement (including the Base Prospectus and any documents incorporated by reference in such registration statement), as amended as of the Execution Time, including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein, if any, at the date and time it became effective (the “Effective Time”), is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings thereafter have been initiated by the Commission.
(b) The Base Prospectus together with the Prospectus Supplement in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time is hereinafter referred to as the “Final Prospectus.”
(c) Prior to the termination of the Offering, Peru will not file any amendment to the Registration Statement or supplement to the Final Prospectus which shall not have previously been furnished to the Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing.
(d) At the Effective Time, the Registration Statement and any amendment thereof did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus and any amendment or supplement thereto, will comply in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder, including the Release and Schedule B. Neither the Registration Statement, as amended at the Effective Time and at the Execution Time, nor the Final Prospectus, as amended or supplemented as of any such time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein (with respect to the Final Prospectus as amended or supplemented as of any such time, in the light of the circumstances under which they were made) not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Registration Statement or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein).
(e) The Disclosure Package (as defined herein), at the date and time of the first sale of the Global Bonds to the public (5:46 3:15 p.m. New York City time on the date of this Agreement), when taken as a whole, did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply ; provided that Peru makes no representations or warranties with respect to any statements in or omissions from contained in the Disclosure Package based made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). The (i) Base Prospectus, as amended and supplemented as of the Execution Time, together with the preliminary prospectus supplement used in connection with the Offering of the Global Bonds (the “Preliminary Prospectus Supplement”), (ii) the Issuer Free Writing Prospectus substantially in the form identified in Schedule II hereto, and (iii) any other free writing prospectus as defined in Rule 405 under the Securities Act (each a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of this Disclosure Package, are hereinafter referred to as the “Disclosure Package”.
(f) The Electronic Road Show, if any, when taken together with the Disclosure Package, at the date and time of the first sale of the Global Bonds to the public (5:46 3:15 p.m. New York City time on the date of this Agreement), did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply ; provided that Peru makes no representations or warranties with respect to any statements in or omissions from contained in the Electronic Road Show or the Disclosure Package based made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). Each Issuer Free Writing Prospectus listed on Schedules II and III hereto, as of the date and time of the first sale of the Global Bonds to the public set forth above and on the Closing Date, did not and will not conflict with the information contained in the Registration Statement or the Final Prospectus.
(g) The documents, if any, incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Securities Act or the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Disclosure Package or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ InformationInformation (as defined in Section 10(b) herein).
(h) Since the respective dates as of which information is given in the Final Prospectus, the Disclosure Package and the Registration Statement, Final Prospectus there has not been any material adverse change, or any event that would reasonably be expected to result in a prospective material adverse change in the financial, economic or political condition of Peru, or in the ability of Peru to perform its obligations under this Agreement, the Fiscal Agency Agreement or the Global Bonds, otherwise than as set forth in or contemplated in the Registration Statement, the Disclosure Package or the Final Prospectus.
(i) The execution and delivery of this Agreement, the Fiscal Agency Agreement and all other documents to be executed and delivered by Peru hereunder or thereunder, the issuance and delivery of the Global Bonds and the performance of the terms of the Global Bonds have been duly authorized by Peru, and have been or will be duly executed and delivered by Peru; and this Agreement, the Fiscal Agency Agreement and, upon due authentication by the fiscal agent under the Fiscal Agency Agreement, the Global Bonds constitute or will constitute valid and binding obligations of Peru enforceable against Peru in accordance with their respective terms and, in the case of the Global Bonds, are or will be entitled to the benefits provided by the Fiscal Agency Agreement, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and to possible judicial action giving effect to foreign governmental actions or sovereign laws affecting creditors’ rights.
(j) The execution and delivery of this Agreement, Agreement and the Fiscal Agency Agreement, the issuance and delivery offering of the Global Bonds and the performance of the terms of the Global Bonds Notes outside Peru constitute private and commercial acts rather than public or governmental acts, as such terms are defined under the U.S. Foreign Sovereign Immunities Act of 1976 (and as interpreted by applicable case law). Under the laws of Peru, neither Peru nor any of its property, except for (i) property used by a diplomatic or consular mission of Peru; (ii) property of a military character and under the control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of Peruvian private sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale of such shares, to the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru’s accounts held in the Peruvian financial system that constitute public domain property, has any immunity from jurisdiction of any court or from set-off or from execution, attachment or any other legal process. The waivers of immunity by Peru contained in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the appointment of the process agent in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the consent by Peru to the jurisdiction of the courts specified in this Agreement, the Fiscal Agency Agreement, and the terms and conditions of the Global Bonds and the provision stating that the laws of the State of New York govern this Agreement, the Fiscal Agency Agreement and the Global Bonds, are irrevocably binding on Peru.
(k) The Fiscal Agency Agreement and the Global Bonds conform or will conform in all material respects to the descriptions thereof contained in the Final ProspectusProspectus and the Disclosure Package, and the statements made under the captions “Description of the Global Bonds” in the Final ProspectusProspectus and the Disclosure Package, insofar as such statements purport to summarize the terms of the Global Bonds, constitute accurate and fair summaries in all material respects of such terms.
(l) There is no constitutional provision, or any provision of any treaty, convention, statute, law, regulation, decree, court order or similar authority binding upon Peru, or any provision of any contract, agreement or instrument to which Peru or any Governmental Agency (as defined below) is a party, which would be materially contravened or breached, or which individually or in the aggregate, would result in the creation of any lien or encumbrance, or under which a default would arise or a moratorium in respect of any obligations of Peru or any Governmental Agency be effected, as a result of the execution and delivery by Peru of this Agreement, the Fiscal Agency Agreement, or the issuance and delivery of the Global Bonds as contemplated in this Agreement, or as a result of the performance or observance by Peru of any of the terms of this Agreement, the Fiscal Agency Agreement, or the Global Bonds. “Governmental Agency” means each agency, department, ministry, authority, municipality, statutory corporation or statutory body or judicial entity of Peru or any political subdivision thereof or therein, now existing or hereafter created, and any bank, corporation or other legal entity owing entity, of which 51% or more of the capital or voting stock or other ownership interest of which is now or hereafter owned or controlled, directly or indirectly, by Peru or by any state or municipality of Peru.
Appears in 1 contract
Representations and Warranties of Peru. Peru represents and warrants to each of the Underwriters that:
(a) Peru meets the requirements for use of Schedule B under the Securities Act. Peru has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Schedule B under the Securities Act (File No. 333-156085205678) covering the registration of debt securities and warrants, including the Global Bonds under the Securities Act and including the related base prospectus (the “Base Prospectus”). Such registration statement has been declared effective by the Commission, as amended as of the date and time of this Agreement (the “Execution Time”). The Registration Statement, (as defined below) as amended as of the Execution Time, together with the Base Prospectus constituting a part thereof and all documents incorporated by reference thereto, meets the requirements set forth in Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. Peru proposes to file with the Commission, pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”), a supplement to the Base Prospectus (the “Prospectus Supplement”) relating to the Global Bonds and the plan of distribution thereof and has previously advised you of all other information (financial, statistical and other), if any, with respect to Peru to be set forth therein. Such registration statement (including the Base Prospectus and any documents incorporated by reference in such registration statement), as amended as of the Execution Time, including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein, if any, at the date and time it became effective (the “Effective Time”), is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings thereafter have been initiated by the Commission.
(b) The Base Prospectus together with the Prospectus Supplement in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time is hereinafter referred to as the “Final Prospectus;” and any reference to any amendment or supplement to the Final Prospectus or Base Prospectus shall be deemed to refer to and include any annual reports on Form 18-K on Form 18-K/A (including all exhibits thereto) (collectively, a “Form 18-K”) filed after the Execution Time, under the United States Securities Exchange Act of 1934 (the “Exchange Act”) and incorporated by reference in the Final Prospectus.”
(c) Prior to the termination of the Offering, Peru will not file any amendment to the Registration Statement or supplement to the Final Prospectus which shall not have previously been furnished to the Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing.
(d) At the Effective Time, the Registration Statement and any amendment thereof did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus and any amendment or supplement thereto, will comply in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder, including the Release and Schedule B. Neither the Registration Statement, as amended at the Effective Time and at the Execution Time, nor the Final Prospectus, as amended or supplemented as of any such time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein (with respect to the Final Prospectus as amended or supplemented as of any such time, in the light of the circumstances under which they were made) not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Registration Statement or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein).
(e) The Disclosure Package (as defined herein), at the date and time of the first sale of the Global Bonds to the public (5:46 4:00 p.m. New York City time on the date of this Agreement), when taken as a whole, did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). The .
(i) The Base Prospectus, as amended and supplemented as of the Execution Time, together with the preliminary prospectus supplement used in connection with the Offering of the Global Bonds (the “Preliminary Prospectus Supplement”), (ii) the Issuer Free Writing Prospectus substantially in the form identified in Schedule II hereto, and (iii) any other free writing prospectus as defined in Rule 405 under the Securities Act (each a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of this Disclosure Package, are hereinafter referred to as the “Disclosure Package”.
(f) The Electronic Road Show, if any, when taken together with the Disclosure Package, at the date and time of the first sale of the Global Bonds to the public (5:46 4:00 p.m. New York City time on the date of this Agreement), did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). .
(g) Each Issuer Free Writing Prospectus listed on Schedules II and III hereto, as of the date and time of the first sale of the Global Bonds to the public set forth above and on the Closing Date, did not and will not conflict with the information contained in the Registration Statement or the Final Prospectus.
(gh) The documents, if any, incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Securities Act or the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Disclosure Package or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ InformationInformation (as defined in Section 10(b) herein).
(hi) Since the respective dates as of which information is given in the Final Prospectus, the Disclosure Package and the Registration Statement, Final Prospectus there has not been any material adverse change, or any event that would reasonably be expected to result in a prospective material adverse change in the financial, economic or political condition of Peru, or in the ability of Peru to perform its obligations under this Agreement, the Fiscal Agency Agreement Indenture or the Global Bonds, otherwise than as set forth in or contemplated in the Registration Statement, the Disclosure Package or the Final Prospectus.
(ij) The execution and delivery of this Agreement, the Fiscal Agency Agreement Indenture and all other documents to be executed and delivered by Peru hereunder or thereunder, the issuance and delivery of the Global Bonds and the performance of the terms of the Global Bonds have been duly authorized by Peru, and have been or will be duly executed and delivered by Peru; and this Agreement, the Fiscal Agency Agreement Indenture and, upon due authentication by the fiscal agent Trustee under the Fiscal Agency AgreementIndenture, the Global Bonds constitute or will constitute valid and binding obligations of Peru enforceable against Peru in accordance with their respective terms and, in the case of the Global Bonds, are or will be entitled to the benefits provided by the Fiscal Agency AgreementIndenture, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and to possible judicial action giving effect to foreign governmental actions or sovereign laws affecting creditors’ rights.
(jk) The execution and delivery of this Agreement, Agreement and the Fiscal Agency Agreement, the issuance and delivery offering of the Global Bonds and the performance of the terms of the Global Bonds outside Peru constitute private and commercial acts rather than public or governmental acts, as such terms are defined under the U.S. Foreign Sovereign Immunities Act of 1976 (and as interpreted by applicable case law). Under the laws of Peru, neither Peru nor any of its property, except for (i) property used by a diplomatic or consular mission of Peru; (ii) property of a military character and under the control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of Peruvian private sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale of such shares, to the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru’s accounts held in the Peruvian financial system that constitute public domain property, has any immunity from jurisdiction of any court or from set-off or from execution, attachment or any other legal process. The waivers of immunity by Peru contained in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the appointment of the process agent in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the consent by Peru to the jurisdiction of the courts specified in this Agreement, the Fiscal Agency Agreement, and the terms and conditions of the Global Bonds and the provision that the laws of the State of New York govern this Agreement, the Fiscal Agency Agreement and the Global Bonds, are irrevocably binding on Peru.
(kl) The Fiscal Agency Agreement Indenture and the Global Bonds conform or will conform in all material respects to the descriptions thereof contained in the Final ProspectusProspectus and the Disclosure Package, and the statements made under the captions “Description of the Global Bonds” in the Final ProspectusProspectus and the Disclosure Package, insofar as such statements purport to summarize the terms of the Global Bonds, constitute accurate and fair summaries in all material respects of such terms.
(lm) There is no constitutional provision, or any provision of any treaty, convention, statute, law, regulation, decree, court order or similar authority binding upon Peru, or any provision of any contract, agreement or instrument to which Peru or any Governmental Agency (as defined below) is a party, which would be materially contravened or breached, or which individually or in the aggregate, would result in the creation of any lien or encumbrance, or under which a default would arise or a moratorium in respect of any obligations of Peru or any Governmental Agency be effected, as a result of the execution and delivery by Peru of this Agreement, the Fiscal Agency AgreementIndenture, or the issuance and delivery of the Global Bonds as contemplated in this Agreement, or as a result of the performance or observance by Peru of any of the terms of this Agreement, the Fiscal Agency AgreementIndenture, or the Global Bonds. “Governmental Agency” means each agency, department, ministry, authority, municipality, statutory corporation or statutory body or judicial entity of Peru or any political subdivision thereof or therein, now existing or hereafter created, and any bank, corporation or other legal entity owing 51% or more of the capital or voting stock or other ownership interest of which is now or hereafter owned or controlled, directly or indirectly, by Peru or by any state or municipality of Peru.
Appears in 1 contract
Representations and Warranties of Peru. Peru represents and warrants to each of the Underwriters that:
(a) Peru meets the requirements for use of Schedule B under the Securities Act. Peru has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Schedule B under the Securities Act (File No. 333-156085205678) covering the registration of debt securities and warrants, including the Global Bonds under the Securities Act and including the related base prospectus (the “Base Prospectus”). Such registration statement has been declared effective by the Commission, as amended as of the date and time of this Agreement (the “Execution Time”). The Registration Statement, (as defined below) as amended as of the Execution Time, together with the Base Prospectus constituting a part thereof and all documents incorporated by reference thereto, meets the requirements set forth in Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. Peru proposes to file with the Commission, pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”), a supplement to the Base Prospectus (the “Prospectus Supplement”) relating to the Global Bonds and the plan of distribution thereof and has previously advised you of all other information (financial, statistical and other), if any, with respect to Peru to be set forth therein. Such registration statement (including the Base Prospectus and any documents incorporated by reference in such registration statement), as amended as of the Execution Time, including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein, if any, at the date and time it became effective (the “Effective Time”), is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings thereafter have been initiated by the Commission.
(b) The Base Prospectus together with the Prospectus Supplement in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time is hereinafter referred to as the “Final Prospectus;” and any reference to any amendment or supplement to the Final Prospectus or Base Prospectus shall be deemed to refer to and include any annual reports on Form 18-K and any amendments to such Form 18-K on Form 18-K/A (including all exhibits thereto) (collectively, a “Form 18-K”) filed after the Execution Time, under the United States Securities Exchange Act of 1934 (the “Exchange Act”) and incorporated by reference in the Final Prospectus.”
(c) Prior to the termination of the Offering, Peru will not file any amendment to the Registration Statement or supplement to the Final Prospectus which shall not have previously been furnished to the Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing.
(d) At the Effective Time, the Registration Statement and any amendment thereof did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus and any amendment or supplement thereto, will comply in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder, including the Release and Schedule B. Neither the Registration Statement, as amended at the Effective Time and at the Execution Time, nor the Final Prospectus, as amended or supplemented as of any such time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein (with respect to the Final Prospectus as amended or supplemented as of any such time, in the light of the circumstances under which they were made) not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Registration Statement or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein).
(e) The Disclosure Package (as defined herein), at the date and time of the first sale of the Global Bonds to the public (5:46 p.m. 11:45 a.m. New York City time on the date of this Agreement), when taken as a whole, did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). The .
(i) The Base Prospectus, as amended and supplemented as of the Execution Time, together with the preliminary prospectus supplement used in connection with the Offering of the Global Bonds (the “Preliminary Prospectus Supplement”), (ii) the Issuer Free Writing Prospectus substantially in the form identified in Schedule II hereto, and (iii) any other free writing prospectus as defined in Rule 405 under the Securities Act (each a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of this Disclosure Package, are hereinafter referred to as the “Disclosure Package”.
(f) The Electronic Road Show, if any, when taken together with the Disclosure Package, at the date and time of the first sale of the Global Bonds to the public (5:46 p.m. 11:45 a.m. New York City time on the date of this Agreement), did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). .
(g) Each Issuer Free Writing Prospectus listed on Schedules II and III hereto, as of the date and time of the first sale of the Global Bonds to the public set forth above and on the Closing Date, did not and will not conflict with the information contained in the Registration Statement or the Final Prospectus.
(gh) The documents, if any, incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Securities Act or the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Disclosure Package or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ InformationInformation (as defined in Section 10(b) herein).
(hi) Since the respective dates as of which information is given in the Final Prospectus, the Disclosure Package and the Registration Statement, Final Prospectus there has not been any material adverse change, or any event that would reasonably be expected to result in a prospective material adverse change in the financial, economic or political condition of Peru, or in the ability of Peru to perform its obligations under this Agreement, the Fiscal Agency Agreement Indenture or the Global Bonds, otherwise than as set forth in or contemplated in the Registration Statement, the Disclosure Package or the Final Prospectus.
(ij) The execution and delivery of this Agreement, the Fiscal Agency Agreement Indenture and all other documents to be executed and delivered by Peru hereunder or thereunder, the issuance and delivery of the Global Bonds and the performance of the terms of the Global Bonds have been duly authorized by Peru, and have been or will be duly executed and delivered by Peru; and this Agreement, the Fiscal Agency Agreement Indenture and, upon due authentication by the fiscal agent Trustee under the Fiscal Agency AgreementIndenture, the Global Bonds constitute or will constitute valid and binding obligations of Peru enforceable against Peru in accordance with their respective terms and, in the case of the Global Bonds, are or will be entitled to the benefits provided by the Fiscal Agency AgreementIndenture, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and to possible judicial action giving effect to foreign governmental actions or sovereign laws affecting creditors’ rights.
(jk) The execution and delivery of this Agreement, Agreement and the Fiscal Agency Agreement, the issuance and delivery offering of the Global Bonds and the performance of the terms of the Global Bonds outside Peru constitute private and commercial acts rather than public or governmental acts, as such terms are defined under the U.S. Foreign Sovereign Immunities Act of 1976 (and as interpreted by applicable case law). Under the laws of Peru, neither Peru nor any of its property, except for (i) property used by a diplomatic or consular mission of Peru; (ii) property of a military character and under the control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of Peruvian private sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale of such shares, to the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru’s accounts held in the Peruvian financial system that constitute public domain property, has any immunity from jurisdiction of any court or from set-off or from execution, attachment or any other legal process. The waivers of immunity by Peru contained in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the appointment of the process agent in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the consent by Peru to the jurisdiction of the courts specified in this Agreement, the Fiscal Agency Agreement, and the terms and conditions of the Global Bonds and the provision that the laws of the State of New York govern this Agreement, the Fiscal Agency Agreement and the Global Bonds, are irrevocably binding on Peru.
(kl) The Fiscal Agency Agreement Indenture and the Global Bonds conform or will conform in all material respects to the descriptions thereof contained in the Final ProspectusProspectus and the Disclosure Package, and the statements made under the captions “Description of the Global Bonds” in the Final ProspectusProspectus and the Disclosure Package, insofar as such statements purport to summarize the terms of the Global Bonds, constitute accurate and fair summaries in all material respects of such terms.
(lm) There is no constitutional provision, or any provision of any treaty, convention, statute, law, regulation, decree, court order or similar authority binding upon Peru, or any provision of any contract, agreement or instrument to which Peru or any Governmental Agency (as defined below) is a party, which would be materially contravened or breached, or which individually or in the aggregate, would result in the creation of any lien or encumbrance, or under which a default would arise or a moratorium in respect of any obligations of Peru or any Governmental Agency be effected, as a result of the execution and delivery by Peru of this Agreement, the Fiscal Agency AgreementIndenture, or the issuance and delivery of the Global Bonds as contemplated in this Agreement, or as a result of the performance or observance by Peru of any of the terms of this Agreement, the Fiscal Agency AgreementIndenture, or the Global Bonds. “Governmental Agency” means each agency, department, ministry, authority, municipality, statutory corporation or statutory body or judicial entity of Peru or any political subdivision thereof or therein, now existing or hereafter created, and any bank, corporation or other legal entity owing 51% or more of the capital or voting stock or other ownership interest of which is now or hereafter owned or controlled, directly or indirectly, by Peru or by any state or municipality of Peru.
Appears in 1 contract
Representations and Warranties of Peru. Peru represents and warrants to each of the Underwriters that:
(a) Peru meets the requirements for use of Schedule B under the Securities Act. Peru has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Schedule B under the Securities Act (File No. 333-156085333-[ ]) covering the registration of debt securities and warrants, including the Global Bonds under the Securities Act and including the related base prospectus (the “Base Prospectus”). Such registration statement has been declared effective by the Commission, as amended as of the date and time of this Agreement (the “Execution Time”). The Registration Statement, (as defined below) as amended as of the Execution Time, together with the Base Prospectus constituting a part thereof and all documents incorporated by reference thereto, meets the requirements set forth in Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. Peru proposes to file with the Commission, pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”), a supplement to the Base Prospectus (the “Prospectus Supplement”) relating to the Global Bonds and the plan of distribution thereof and has previously advised you of all other information (financial, statistical and other), if any, with respect to Peru to be set forth therein. Such registration statement (including the Base Prospectus and any documents incorporated by reference in such registration statement), as amended as of the Execution Time, including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein, if any, at the date and time it became effective (the “Effective Time”), is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings thereafter have been initiated by the Commission.
(b) The Base Prospectus together with the Prospectus Supplement in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time is hereinafter referred to as the “Final Prospectus.”
(c) Prior to the termination of the Offering, Peru will not file any amendment to the Registration Statement or supplement to the Final Prospectus which shall not have previously been furnished to the Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing.
(d) At the Effective Time, the Registration Statement and any amendment thereof did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus and any amendment or supplement thereto, will comply in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder, including the Release and Schedule B. Neither the Registration Statement, as amended at the Effective Time and at the Execution Time, nor the Final Prospectus, as amended or supplemented as of any such time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein (with respect to the Final Prospectus as amended or supplemented as of any such time, in the light of the circumstances under which they were made) not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Registration Statement or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein).
(e) The Disclosure Package (as defined herein), at the date and time of the first sale of the Global Bonds to the public (5:46 [ ] p.m. New York City time on the date of this Agreement), when taken as a whole, did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). The (i) Base Prospectus, as amended and supplemented as of the Execution Time, together with the preliminary prospectus supplement used in connection with the Offering of the Global Bonds (the “Preliminary Prospectus Supplement”), (ii) the Issuer Free Writing Prospectus substantially in the form identified in Schedule II hereto, and (iii) any other free writing prospectus as defined in Rule 405 under the Securities Act (each a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of this Disclosure Package, are hereinafter referred to as the “Disclosure Package”.
(f) The Electronic Road Show, if any, when taken together with the Disclosure Package, at the date and time of the first sale of the Global Bonds to the public (5:46 [ ] p.m. New York City time on the date of this Agreement), did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). .
(g) Each Issuer Free Writing Prospectus listed on Schedules II and III hereto, as of the date and time of the first sale of the Global Bonds to the public set forth above and on the Closing Date, did not and will not conflict with the information contained in the Registration Statement or the Final Prospectus.
(gh) The documents, if any, incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Securities Act or the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Disclosure Package or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ InformationInformation (as defined in Section 10(b) herein).
(hi) Since the respective dates as of which information is given in the Final Prospectus, the Disclosure Package and the Registration Statement, Final Prospectus there has not been any material adverse change, or any event that would reasonably be expected to result in a prospective material adverse change in the financial, economic or political condition of Peru, or in the ability of Peru to perform its obligations under this Agreement, the Fiscal Agency Agreement Indenture or the Global Bonds, otherwise than as set forth in or contemplated in the Registration Statement, the Disclosure Package or the Final Prospectus.
(ij) The execution and delivery of this Agreement, the Fiscal Agency Agreement Indenture and all other documents to be executed and delivered by Peru hereunder or thereunder, the issuance and delivery of the Global Bonds and the performance of the terms of the Global Bonds have been duly authorized by Peru, and have been or will be duly executed and delivered by Peru; and this Agreement, the Fiscal Agency Agreement Indenture and, upon due authentication by the fiscal agent Trustee under the Fiscal Agency AgreementIndenture, the Global Bonds constitute or will constitute valid and binding obligations of Peru enforceable against Peru in accordance with their respective terms and, in the case of the Global Bonds, are or will be entitled to the benefits provided by the Fiscal Agency AgreementIndenture, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and to possible judicial action giving effect to foreign governmental actions or sovereign laws affecting creditors’ rights.
(jk) The execution and delivery of this Agreement, Agreement and the Fiscal Agency Agreement, the issuance and delivery offering of the Global Bonds and the performance of the terms of the Global Bonds Notes outside Peru constitute private and commercial acts rather than public or governmental acts, as such terms are defined under the U.S. Foreign Sovereign Immunities Act of 1976 (and as interpreted by applicable case law). Under the laws of Peru, neither Peru nor any of its property, except for (i) property used by a diplomatic or consular mission of Peru; (ii) property of a military character and under the control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of Peruvian private sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale of such shares, to the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru’s accounts held in the Peruvian financial system that constitute public domain property, has any immunity from jurisdiction of any court or from set-off or from execution, attachment or any other legal process. The waivers of immunity by Peru contained in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the appointment of the process agent in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the consent by Peru to the jurisdiction of the courts specified in this Agreement, the Fiscal Agency Agreement, and the terms and conditions of the Global Bonds and the provision that the laws of the State of New York govern this Agreement, the Fiscal Agency Agreement and the Global Bonds, are irrevocably binding on Peru.
(kl) The Fiscal Agency Agreement Indenture and the Global Bonds conform or will conform in all material respects to the descriptions thereof contained in the Final ProspectusProspectus and the Disclosure Package, and the statements made under the captions “Description of the Global Bonds” in the Final ProspectusProspectus and the Disclosure Package, insofar as such statements purport to summarize the terms of the Global Bonds, constitute accurate and fair summaries in all material respects of such terms.
(lm) There is no constitutional provision, or any provision of any treaty, convention, statute, law, regulation, decree, court order or similar authority binding upon Peru, or any provision of any contract, agreement or instrument to which Peru or any Governmental Agency (as defined below) is a party, which would be materially contravened or breached, or which individually or in the aggregate, would result in the creation of any lien or encumbrance, or under which a default would arise or a moratorium in respect of any obligations of Peru or any Governmental Agency be effected, as a result of the execution and delivery by Peru of this Agreement, the Fiscal Agency AgreementIndenture, or the issuance and delivery of the Global Bonds as contemplated in this Agreement, or as a result of the performance or observance by Peru of any of the terms of this Agreement, the Fiscal Agency AgreementIndenture, or the Global Bonds. “Governmental Agency” means each agency, department, ministry, authority, municipality, statutory corporation or statutory body or judicial entity of Peru or any political subdivision thereof or therein, now existing or hereafter created, and any bank, corporation or other legal entity owing 51% or more of the capital or voting stock or other ownership interest of which is now or hereafter owned or controlled, directly or indirectly, by Peru or by any state or municipality of Peru.
Appears in 1 contract
Representations and Warranties of Peru. Peru represents and warrants to each of the Underwriters that:
(a) Peru meets the requirements for use of Schedule B under the Securities Act. Peru has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Schedule B under the Securities Act (File No. 333-156085164617) covering the registration of debt securities and warrants, including the Global Bonds under the Securities Act and including the related base prospectus (the “Base Prospectus”). Such registration statement has been declared effective by the Commission, as amended as of the date and time of this Agreement (the “Execution Time”). The Registration Statement, (as defined below) as amended as of the Execution Time, together with the Base Prospectus constituting a part thereof and all documents incorporated by reference thereto, meets the requirements set forth in Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. Peru proposes to file with the Commission, pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”), a supplement to the Base Prospectus (the “Prospectus Supplement”) relating to the Global Bonds and the plan of distribution thereof and has previously advised you of all other information (financial, statistical and other), if any, with respect to Peru to be set forth therein. Such registration statement (including the Base Prospectus and any documents incorporated by reference in such registration statement), as amended as of the Execution Time, including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein, if any, at the date and time it became effective (the “Effective Time”), is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings thereafter have been initiated by the Commission.
(b) The Base Prospectus together with the Prospectus Supplement in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time is hereinafter referred to as the “Final Prospectus.”
(c) Prior to the termination of the Offering, Peru will not file any amendment to the Registration Statement or supplement to the Final Prospectus which shall not have previously been furnished to the Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing.
(d) At the Effective Time, the Registration Statement and any amendment thereof did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus and any amendment or supplement thereto, will comply in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder, including the Release and Schedule B. Neither the Registration Statement, as amended at the Effective Time and at the Execution Time, nor the Final Prospectus, as amended or supplemented as of any such time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein (with respect to the Final Prospectus as amended or supplemented as of any such time, in the light of the circumstances under which they were made) not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Registration Statement or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein).
(e) The Disclosure Package (as defined herein), at the date and time of the first sale of the Global Bonds to the public (5:46 3:34 p.m. New York City time on the date of this Agreement), when taken as a whole, did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). The (i) Base Prospectus, as amended and supplemented as of the Execution Time, together with the preliminary prospectus supplement used in connection with the Offering of the Global Bonds (the “Preliminary Prospectus Supplement”), (ii) the Issuer Free Writing Prospectus substantially in the form identified in Schedule II hereto, and (iii) any other free writing prospectus as defined in Rule 405 under the Securities Act (each a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of this Disclosure Package, are hereinafter referred to as the “Disclosure Package”.
(f) The Electronic Road Show, if any, when taken together with the Disclosure Package, at the date and time of the first sale of the Global Bonds to the public (5:46 3:34 p.m. New York City time on the date of this Agreement), did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). Each Issuer Free Writing Prospectus listed on Schedules II and III hereto, as of the date and time of the first sale of the Global Bonds to the public set forth above and on the Closing Date, did not and will not conflict with the information contained in the Registration Statement or the Final Prospectus.
(g) The documents, if any, incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Securities Act or the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Disclosure Package or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ InformationInformation (as defined in Section 10(b) herein).
(h) Since the respective dates as of which information is given in the Final Prospectus, the Disclosure Package and the Registration Statement, Final Prospectus there has not been any material adverse change, or any event that would reasonably be expected to result in a prospective material adverse change in the financial, economic or political condition of Peru, or in the ability of Peru to perform its obligations under this Agreement, the Fiscal Agency Agreement or the Global Bonds, otherwise than as set forth in or contemplated in the Registration Statement, the Disclosure Package or the Final Prospectus.
(i) The execution and delivery of this Agreement, the Fiscal Agency Agreement and all other documents to be executed and delivered by Peru hereunder or thereunder, the issuance and delivery of the Global Bonds and the performance of the terms of the Global Bonds have been duly authorized by Peru, and have been or will be duly executed and delivered by Peru; and this Agreement, the Fiscal Agency Agreement and, upon due authentication by the fiscal agent under the Fiscal Agency Agreement, the Global Bonds constitute or will constitute valid and binding obligations of Peru enforceable against Peru in accordance with their respective terms and, in the case of the Global Bonds, are or will be entitled to the benefits provided by the Fiscal Agency Agreement, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and to possible judicial action giving effect to foreign governmental actions or sovereign laws affecting creditors’ rights.
(j) The execution and delivery of this Agreement, Agreement and the Fiscal Agency Agreement, the issuance and delivery offering of the Global Bonds and the performance of the terms of the Global Bonds Notes outside Peru constitute private and commercial acts rather than public or governmental acts, as such terms are defined under the U.S. Foreign Sovereign Immunities Act of 1976 (and as interpreted by applicable case law). Under the laws of Peru, neither Peru nor any of its property, except for (i) property used by a diplomatic or consular mission of Peru; (ii) property of a military character and under the control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of Peruvian private sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale of such shares, to the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru’s accounts held in the Peruvian financial system that constitute public domain property, has any immunity from jurisdiction of any court or from set-off or from execution, attachment or any other legal process. The waivers of immunity by Peru contained in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the appointment of the process agent in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the consent by Peru to the jurisdiction of the courts specified in this Agreement, the Fiscal Agency Agreement, and the terms and conditions of the Global Bonds and the provision that the laws of the State of New York govern this Agreement, the Fiscal Agency Agreement and the Global Bonds, are irrevocably binding on Peru.
(k) The Fiscal Agency Agreement and the Global Bonds conform or will conform in all material respects to the descriptions thereof contained in the Final ProspectusProspectus and the Disclosure Package, and the statements made under the captions “Description of the Global Bonds” in the Final ProspectusProspectus and the Disclosure Package, insofar as such statements purport to summarize the terms of the Global Bonds, constitute accurate and fair summaries in all material respects of such terms.
(l) There is no constitutional provision, or any provision of any treaty, convention, statute, law, regulation, decree, court order or similar authority binding upon Peru, or any provision of any contract, agreement or instrument to which Peru or any Governmental Agency (as defined below) is a party, which would be materially contravened or breached, or which individually or in the aggregate, would result in the creation of any lien or encumbrance, or under which a default would arise or a moratorium in respect of any obligations of Peru or any Governmental Agency be effected, as a result of the execution and delivery by Peru of this Agreement, the Fiscal Agency Agreement, or the issuance and delivery of the Global Bonds as contemplated in this Agreement, or as a result of the performance or observance by Peru of any of the terms of this Agreement, the Fiscal Agency Agreement, or the Global Bonds. “Governmental Agency” means each agency, department, ministry, authority, municipality, statutory corporation or statutory body or judicial entity of Peru or any political subdivision thereof or therein, now existing or hereafter created, and any bank, corporation or other legal entity owing 51% or more of the capital or voting stock or other ownership interest of which is now or hereafter owned or controlled, directly or indirectly, by Peru or by any state or municipality of Peru.
Appears in 1 contract
Representations and Warranties of Peru. Peru represents and warrants to each of the Underwriters that:
(a) Peru meets the requirements for use of Schedule B under the Securities Act. Peru has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Schedule B under the Securities Act (File No. 333-156085205678) covering the registration of debt securities and warrants, including the Global Bonds under the Securities Act and including the related base prospectus (the “Base Prospectus”). Such registration statement has been declared effective by the Commission, as amended as of the date and time of this Agreement (the “Execution Time”). The Registration Statement, (as defined below) as amended as of the Execution Time, together with the Base Prospectus constituting a part thereof and all documents incorporated by reference thereto, meets the requirements set forth in Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. Peru proposes to file with the Commission, pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”), a supplement to the Base Prospectus (the “Prospectus Supplement”) relating to the Global Bonds and the plan of distribution thereof and has previously advised you of all other information (financial, statistical and other), if any, with respect to Peru to be set forth therein. Such registration statement (including the Base Prospectus and any documents incorporated by reference in such registration statement), as amended as of the Execution Time, including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein, if any, at the date and time it became effective (the “Effective Time”), is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings thereafter have been initiated by the Commission.
(b) The Base Prospectus together with the Prospectus Supplement in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) after the Execution Time is hereinafter referred to as the “Final Prospectus;” and any reference to any amendment or supplement to the Final Prospectus or Base Prospectus shall be deemed to refer to and include any annual reports on Form 18-K and any amendments to such Form 18-K on Form 18-K/A (including all exhibits thereto) (collectively, a “Form 18-K”) filed after the Execution Time, under the United States Securities Exchange Act of 1934 (the “Exchange Act”) and incorporated by reference in the Final Prospectus.”
(c) Prior to the termination of the Offering, Peru will not file any amendment to the Registration Statement or supplement to the Final Prospectus which shall not have previously been furnished to the Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing.
(d) At the Effective Time, the Registration Statement and any amendment thereof did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus and any amendment or supplement thereto, will comply in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder, including the Release and Schedule B. Neither the Registration Statement, as amended at the Effective Time and at the Execution Time, nor the Final Prospectus, as amended or supplemented as of any such time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein (with respect to the Final Prospectus as amended or supplemented as of any such time, in the light of the circumstances under which they were made) not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Registration Statement or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein).
(e) The Disclosure Package (as defined herein), at the date and time of the first sale of the Global Bonds to the public (5:46 4:45 p.m. New York City time on the date of this Agreement), when taken as a whole, did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). The .
(i) The Base Prospectus, as amended and supplemented as of the Execution Time, together with the preliminary prospectus supplement used in connection with the Offering of the Global Bonds (the “Preliminary Prospectus Supplement”), (ii) the Issuer Free Writing Prospectus substantially in the form identified in Schedule II hereto, and (iii) any other free writing prospectus as defined in Rule 405 under the Securities Act (each a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of this Disclosure Package, are hereinafter referred to as the “Disclosure Package”.
(f) The Electronic Road Show, if any, when taken together with the Disclosure Package, at the date and time of the first sale of the Global Bonds to the public (5:46 4:45 p.m. New York City time on the date of this Agreement), did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). .
(g) Each Issuer Free Writing Prospectus listed on Schedules II and III hereto, as of the date and time of the first sale of the Global Bonds to the public set forth above and on the Closing Date, did not and will not conflict with the information contained in the Registration Statement or the Final Prospectus.
(gh) The documents, if any, incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Securities Act or the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Disclosure Package or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ InformationInformation (as defined in Section 10(b) herein).
(hi) Since the respective dates as of which information is given in the Final Prospectus, the Disclosure Package and the Registration Statement, Final Prospectus there has not been any material adverse change, or any event that would reasonably be expected to result in a prospective material adverse change in the financial, economic or political condition of Peru, or in the ability of Peru to perform its obligations under this Agreement, the Fiscal Agency Agreement Indenture or the Global Bonds, otherwise than as set forth in or contemplated in the Registration Statement, the Disclosure Package or the Final Prospectus.
(ij) The execution and delivery of this Agreement, the Fiscal Agency Agreement Indenture and all other documents to be executed and delivered by Peru hereunder or thereunder, the issuance and delivery of the Global Bonds and the performance of the terms of the Global Bonds have been duly authorized by Peru, and have been or will be duly executed and delivered by Peru; and this Agreement, the Fiscal Agency Agreement Indenture and, upon due authentication by the fiscal agent Trustee under the Fiscal Agency AgreementIndenture, the Global Bonds constitute or will constitute valid and binding obligations of Peru enforceable against Peru in accordance with their respective terms and, in the case of the Global Bonds, are or will be entitled to the benefits provided by the Fiscal Agency AgreementIndenture, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and to possible judicial action giving effect to foreign governmental actions or sovereign laws affecting creditors’ rights.
(jk) The execution and delivery of this Agreement, Agreement and the Fiscal Agency Agreement, the issuance and delivery offering of the Global Bonds and the performance of the terms of the Global Bonds outside Peru constitute private and commercial acts rather than public or governmental acts, as such terms are defined under the U.S. Foreign Sovereign Immunities Act of 1976 (and as interpreted by applicable case law). Under the laws of Peru, neither Peru nor any of its property, except for (i) property used by a diplomatic or consular mission of Peru; (ii) property of a military character and under the control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of Peruvian private sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale of such shares, to the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru’s accounts held in the Peruvian financial system that constitute public domain property, has any immunity from jurisdiction of any court or from set-off or from execution, attachment or any other legal process. The waivers of immunity by Peru contained in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the appointment of the process agent in this Agreement, the Fiscal Agency Agreement and the Global Bonds, the consent by Peru to the jurisdiction of the courts specified in this Agreement, the Fiscal Agency Agreement, and the terms and conditions of the Global Bonds and the provision that the laws of the State of New York govern this Agreement, the Fiscal Agency Agreement and the Global Bonds, are irrevocably binding on Peru.
(kl) The Fiscal Agency Agreement Indenture and the Global Bonds conform or will conform in all material respects to the descriptions thereof contained in the Final ProspectusProspectus and the Disclosure Package, and the statements made under the captions “Description of the Global Bonds” in the Final ProspectusProspectus and the Disclosure Package, insofar as such statements purport to summarize the terms of the Global Bonds, constitute accurate and fair summaries in all material respects of such terms.
(lm) There is no constitutional provision, or any provision of any treaty, convention, statute, law, regulation, decree, court order or similar authority binding upon Peru, or any provision of any contract, agreement or instrument to which Peru or any Governmental Agency (as defined below) is a party, which would be materially contravened or breached, or which individually or in the aggregate, would result in the creation of any lien or encumbrance, or under which a default would arise or a moratorium in respect of any obligations of Peru or any Governmental Agency be effected, as a result of the execution and delivery by Peru of this Agreement, the Fiscal Agency AgreementIndenture, or the issuance and delivery of the Global Bonds as contemplated in this Agreement, or as a result of the performance or observance by Peru of any of the terms of this Agreement, the Fiscal Agency AgreementIndenture, or the Global Bonds. “Governmental Agency” means each agency, department, ministry, authority, municipality, statutory corporation or statutory body or judicial entity of Peru or any political subdivision thereof or therein, now existing or hereafter created, and any bank, corporation or other legal entity owing 51% or more of the capital or voting stock or other ownership interest of which is now or hereafter owned or controlled, directly or indirectly, by Peru or by any state or municipality of Peru.
Appears in 1 contract
