Common use of Representations and Warranties of the Agents Clause in Contracts

Representations and Warranties of the Agents. Each Agent also represents, and warrants to, and agrees with, the Bank, that: (a) it will comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Notes or possesses or distributes the Preliminary Prospectus or the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales; (b) it will comply in all material respects with (i) the selling restrictions set forth in the Prospectus Supplement under the caption “Supplemental Plan of Distribution (Conflicts of Interest)—Selling Restrictions” and (ii) any additional selling restrictions set forth in the applicable Pricing Supplement; and (c) it will not offer or sell any Notes acquired pursuant to this Agreement or any Terms Agreement, directly or indirectly, in Canada or to any resident of Canada without the consent of the Bank, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to any Notes that may be entered into by such Agent. With regard to each Note, the applicable purchaser will be required to comply with those restrictions that the Bank and the applicable purchaser shall agree and as shall be set out in the applicable Pricing Supplement.

Representations and Warranties of the Agents. Each Agent also represents, and warrants to, and agrees with, the Bank, that: (a) it will comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Notes or possesses or distributes the Preliminary Prospectus or the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales; (b) it will comply in all material respects with (i) the any selling restrictions set forth in the Prospectus Supplement under the caption “Supplemental Plan of Distribution (Conflicts of Interest)—Selling RestrictionsInterest)” and (ii) any additional selling restrictions set forth in the applicable Pricing Supplement; and (c) it will not offer or sell any Notes acquired pursuant to this Agreement or any Terms Agreement, directly or indirectly, in Canada or to any resident of Canada without the consent of the Bank, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to any Notes that may be entered into by such Agent. With regard to each Note, the applicable purchaser will be required to comply with those restrictions that the Bank and the applicable purchaser shall agree and as shall be set out in the applicable Pricing Supplement.

Representations and Warranties of the Agents. Each Agent also represents, and warrants to, and agrees with, the Bank, that: (a) it will comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Notes Warrants or possesses or distributes the Preliminary Prospectus or the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Notes Warrants under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales; (b) it will comply in all material respects with (i) the any selling restrictions set forth in the Prospectus Supplement under the caption “Supplemental Plan of Distribution (Conflicts of Interest)—Selling RestrictionsInterest)” and (ii) any additional selling restrictions set forth in the applicable Pricing Supplement; and (c) it will not offer or sell any Notes Warrants acquired pursuant to this Agreement or any Terms Agreement, directly or indirectly, in Canada or to any resident of Canada without the consent of the Bank, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to any Notes Warrants that may be entered into by such Agent. With regard to each NoteWarrant, the applicable purchaser will be required to comply with those restrictions that the Bank and the applicable purchaser shall agree and as shall be set out in the applicable Pricing Supplement.

Representations and Warranties of the Agents. Each Agent also represents, and warrants to, and agrees with, the Bank, that: (a) it will comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Notes or possesses or distributes the Preliminary Prospectus or the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales; (b) it will comply in all material respects with (i) the selling restrictions set forth in the Product Prospectus Supplement under the caption “Supplemental Plan of Distribution (Conflicts of Interest)—Selling Restrictions” and (ii) any additional selling restrictions set forth in the applicable Pricing Supplement; and (c) it will not offer or sell any Notes acquired pursuant to this Agreement or any Terms Agreement, directly or indirectly, in Canada or to any resident of Canada without the consent of the Bank, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to any Notes that may be entered into by such Agent. With regard to each Note, the applicable purchaser will be required to comply with those restrictions that the Bank and the applicable purchaser shall agree and as shall be set out in the applicable Pricing Supplement.