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Common use of Republic of Italy Clause in Contracts

Republic of Italy. Each Underwriter acknowledges that the Series 1 Class A Ninth Issuer Notes may not be placed, offered or distributed to Italian investors at any time. Each Underwriter represents and agrees that the offering of the Ninth Issuer Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian securities legislation and, accordingly, no Ninth Issuer Notes may be offered, sold or delivered, nor may copies of the Offering Circular or of any other document relating to the Ninth Issuer Notes be distributed in the Republic of Italy, except: (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February, 1998 (the FINANCIAL SERVICES ACT) and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May 1999, as amended. In addition, each Underwriter represents and agrees that any offer, sale or delivery of the Ninth Issuer Notes or distribution of copies of the Offering Circular or any other document relating to the Ninth Issuer Notes in the Republic of Italy under (i) or (ii) above must be: (A) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree Nx. 000 xx 0xx Xxxxxxxxx, 0000 (xxx XXXXXXX XXX); (B) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristics; and (C) in accordance with any other applicable laws and regulations.

Appears in 1 contract

Samples: Underwriting Agreement (HOLMES FINANCING (No. 9) PLC)

Republic of Italy. Each Underwriter acknowledges that the Series 1 Class A Ninth Issuer Notes may not be placed, offered or distributed to Italian investors at any time. Each Underwriter Manager represents and agrees that the offering of the Ninth Issuer 144A/Reg S Issue 2013-1 Notes has not been cleared by CONSOB registered with the Commissione Nazionale per le Società e la Borsa (CONSOB) (the Italian Securities Exchange Commission) pursuant to Italian securities legislation and, accordingly, no Ninth Issuer the 144A/Reg S Issue 2013-1 Notes may not be offered, sold or delivered, nor may copies of the Offering Circular Final Prospectus or of any other document relating to the Ninth Issuer 144A/Reg S Issue 2013-1 Notes be distributed in the Republic of Italy, except: (i) to professional qualified investors (operatori investitori qualificati), ) as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th FebruaryFebruary 24, 1998 1998, as amended (the FINANCIAL SERVICES ACTFinancial Services Act) and Article 3334-ter, first paragraph paragraph, letter (b) of CONSOB Regulation No. 11971 of 14th May 14, 1999, as amendedamended from time to time (Regulation No. 11971); or (ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial Services Act and Article 34-ter Regulation No. 11971. In addition, each Underwriter Manager represents and agrees that any offer, sale or delivery of the Ninth Issuer 144A/Reg S Issue 2013-1 Notes or distribution of copies of the Offering Circular Final Prospectus or any other document relating to the Ninth Issuer 144A/Reg S Issue 2013-1 Notes in the Republic of Italy under (i) or (ii) above must be: (A) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act Act, CONSOB Regulation No. 16190 of October 29, 2007 (as amended from time to time) and Legislative Decree NxNo. 000 xx 0xx Xxxxxxxxx385 of September 1, 0000 1993, as amended (xxx XXXXXXX XXXthe Banking Act); (B) in compliance with Article 129 of the Banking Act Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristicsItaly; and (C) in accordance compliance with any other applicable laws and regulationsregulations or requirements imposed by CONSOB or other Italian authority.

Appears in 1 contract

Samples: Purchase Agreement

Republic of Italy. Each Underwriter acknowledges that the Series 1 Class A Ninth Issuer Notes may not be placed, offered or distributed to Italian investors at any time. Each Underwriter represents and agrees that the (a) The offering of the Ninth Issuer Notes in the Republic of Italy has not been cleared authorised by CONSOB (the Italian Securities and Exchange CommissionCommission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation and, accordingly, no Ninth Issuer the Lead Manager has represented and agreed that it has not offered or sold, and will not offer, sell or deliver any Notes may be offered, sold or delivered, nor may distribute copies of the Offering Circular or of any other document offering material relating to the Ninth Issuer Notes be distributed in the Republic of ItalyItaly in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998, exceptas amended ("Decree No. 58"), other than: (i) to professional investors (operatori qualificati)Italian qualified investors, as defined in Article 31, second paragraph, 100 of Decree No. 58 by reference to Article 34-ter Paragraph 1(b) of CONSOB Regulation Nono. 11522 11971 of 1st July, 199814 May 1999, as amendedamended ("Regulation no. 11971") ("Qualified Investors"); orand (ii) in other circumstances which are exempted from the rules on solicitation of investments public offer pursuant to Article 100 of Legislative Decree No. 58 of 24th February, 1998 (the FINANCIAL SERVICES ACT) and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May 1999, as amended. In addition, each Underwriter represents and agrees that any 11971. (b) Any offer, sale or delivery of the Ninth Issuer Notes or distribution of copies of the Offering Circular or any other document relating to the Ninth Issuer Notes in the Republic of Italy under (i) or (ii) the paragraphs above must be: (Ai) made by an investment firmfirms, bank banks or financial intermediary intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree NxNo. 000 xx 0xx Xxxxxxxxx385 of 1 September 1993, 0000 as amended (xxx XXXXXXX XXX"Decree No. 385");, Decree No. 58, CONSOB Regulation No. 16190 of October 29, 2007, as amended, and any other applicable laws and regulations; and (Bii) in compliance with Article 129 of the Banking Act all relevant Italian securities, tax and the implementing guidelines of the Bank of Italy, as amended from time to time pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded exchange controls and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristics; and (C) in accordance with any other applicable laws and regulations. (c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and Regulation No. 11971, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.

Appears in 1 contract

Samples: Note Purchase Agreement

Republic of Italy. Each Underwriter acknowledges that the Series 1 Class A Ninth Issuer Notes may not be placed, offered or distributed to Italian investors at any time. Each Underwriter Dealer represents and agrees agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that the offering of the Ninth Issuer Notes Covered Bonds has not been cleared by CONSOB (the Italian Securities Exchange Commission) registered pursuant to Italian securities legislation and, accordingly, no Ninth Issuer Notes Covered Bonds may be offered, sold or delivered, nor may copies of the Offering Circular Prospectus or of any other document relating to the Ninth Issuer Notes Covered Bonds be distributed in the Republic of Italy, except: (ia) to professional qualified investors (operatori "investitori qualificati"), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February24 February 1998, 1998 as amended (the FINANCIAL SERVICES ACTFinancial Services Act) and Article 3334-ter, first paragraph paragraph, letter b) of CONSOB Commissione Nazionale per le Società e la Borsa (CONSOB) Regulation No. 11971 of 14th 14 May 1999, as amendedamended from time to time (Regulation No. In addition11971); or (b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial Services Act and Article 34-ter of Regulation No. 11971. Furthermore, each Underwriter Dealer represents and agrees agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that any offer, sale or delivery of the Ninth Issuer Notes Covered Bonds or distribution of copies of the Offering Circular Prospectus or any other document relating to the Ninth Issuer Notes Covered Bonds in the Republic of Italy under (ia) or (iib) above must be: (Ai) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act Act, CONSOB Regulation No. 16190 of 29 October 2007 (as amended from time to time) and Legislative Decree NxNo. 000 xx 0xx Xxxxxxxxx385 of 1 September 1993, 0000 as amended (xxx XXXXXXX XXXthe Italian Banking Act);; and (Bii) in compliance with Article 129 of the Italian Banking Act Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristicsItaly; and (Ciii) in accordance compliance with any other applicable laws and regulationsregulations or requirement imposed by CONSOB or other Italian authority.

Appears in 1 contract

Samples: Programme Agreement

Republic of Italy. Each Underwriter acknowledges that the Series 1 Class A Ninth Issuer Notes may not be placed, offered or distributed to Italian investors at any time. Each Underwriter represents and agrees that the offering of the Ninth Issuer Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian securities legislation and, accordingly, no Ninth Issuer Notes may be offered, sold or delivered, nor may copies of the Offering Circular Prospectus or of any other document relating to the Ninth Issuer Notes be distributed in the Republic of Italy, except: (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February, 1998 (the FINANCIAL SERVICES ACT) and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May 1999, as amended. In addition, each Underwriter represents and agrees that any offer, sale or delivery of the Ninth Issuer Notes or distribution of copies of the Offering Circular Prospectus or any other document relating to the Ninth Issuer Notes in the Republic of Italy under (i) or (ii) above must be: (A) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree NxNo. 000 xx 0xx Xxxxxxxxx385 of 1st September, 0000 1993 (xxx XXXXXXX XXXthe BANKING ACT); (BX) in compliance with Article 129 of the Banking xx xxxxxxxxxx xxxx Xxxxxxx 000 xx xxx Xxxxxxx Act and the implementing guidelines of the Bank of Italy, as amended from time to time time, pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristics; and (C) in accordance with any other applicable laws and regulations.

Appears in 1 contract

Samples: Underwriting Agreement (HOLMES FINANCING (No. 9) PLC)

Republic of Italy. Each Underwriter acknowledges that the Series 1 Class A Ninth Issuer Notes may not be placed, offered or distributed to Italian investors at any time. Each Underwriter represents and agrees that the (a) The offering of the Ninth Issuer Notes in the Republic of Italy has not been cleared authorised by CONSOB (the Italian Securities and Exchange CommissionCommission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation and, accordingly, no Ninth Issuer each of the Banks has represented and agreed that it has not offered or sold, and will not offer, sell or deliver any Notes may be offered, sold or delivered, nor may distribute copies of the Offering Circular or of any other document offering material relating to the Ninth Issuer Notes be distributed in the Republic of ItalyItaly in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998, exceptas amended ("Decree No. 58"), other than: (i) to professional investors (operatori qualificati)Italian qualified investors, as defined in Article 31, second paragraph, 100 of Decree No. 58 by reference to Article 34-ter Paragraph 1(b) of CONSOB Regulation Nono. 11522 11971 of 1st July, 199814 May 1999, as amendedamended ("Regulation no. 11971") ("Qualified Investors"); orand (ii) in other circumstances which are exempted from the rules on solicitation of investments public offer pursuant to Article 100 of Legislative Decree NoXx. 58 of 24th February, 1998 00 xxx Xxxxxxxxxx Xx. 00000. (the FINANCIAL SERVICES ACTb) and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May 1999, as amended. In addition, each Underwriter represents and agrees that any Any offer, sale or delivery of the Ninth Issuer Notes or distribution of copies of the Offering Circular or any other document relating to the Ninth Issuer Notes in the Republic of Italy under (i) or (ii) the paragraphs above must be: (Ai) made by an investment firmfirms, bank banks or financial intermediary intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree NxNo. 000 xx 0xx Xxxxxxxxx385 of 1 September 1993, 0000 as amended (xxx XXXXXXX XXX"Decree No. 385");, Decree Xx. 00, XXXXXX Xxxxxxxxxx Xx. 00000 of October 29, 2007, as amended, and any other applicable laws and regulations; and (Bii) in compliance with Article 129 of the Banking Act all relevant Italian securities, tax and the implementing guidelines of the Bank of Italy, as amended from time to time pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded exchange controls and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristics; and (C) in accordance with any other applicable laws and regulations. (c) Any subsequent distribution of the Notes in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree Xx. 00 xxx Xxxxxxxxxx Xx. 00000, unless an exemption from those rules applies. Failure to comply with such rules may result in the sale of such Notes being declared null and void and in the liability of the entity transferring the Notes for any damages suffered by the investors.

Appears in 1 contract

Samples: Note Purchase Agreement

Republic of Italy. Each Underwriter acknowledges Unless it is specified within the relevant Final Terms Document that the Series 1 Class A Ninth Issuer Notes a non-exempt offer may not be placedmade in Italy, offered or distributed to Italian investors at any time. Each Underwriter represents and agrees that the offering of the Ninth Issuer Notes Covered Bonds has not been cleared by CONSOB (the Italian Securities Exchange Commission) registered pursuant to Italian securities legislation and, accordingly, each Dealer has represented and agreed and each further Dealer appointed under the Program will be required to represent and agree that no Ninth Issuer Notes Covered Bonds may be offered, sold or delivered, nor may copies of the Offering Circular Prospectus or of any other document relating to the Ninth Issuer Notes Covered Bonds be distributed in the Republic of Italy, except: (ia) to professional qualified investors (operatori investitori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th FebruaryFebruary 24, 1998 1998, as amended (the FINANCIAL SERVICES ACTItalian Financial Services Act) and Article 3334-ter, first paragraph paragraph, letter (b) of CONSOB Regulation No. 11971 of 14th May 14, 1999, as amendedamended from time to time(Regulation No. In addition11971); or (b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Italian Financial Services Act and Article 34-ter of Regulation No. 11971. Furthermore, each Underwriter represents Dealer has represented and agrees agreed, and each further Dealer appointed under the Program will be required to represent and agree that any offer, sale or delivery of the Ninth Issuer Notes Covered Bonds or distribution of copies of the Offering Circular Prospectus or any other document relating to the Ninth Issuer Notes Covered Bonds in the Republic of Italy under (ia) or (iib) above must be: (Ai) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act Act, CONSOB Regulation No. 16190 of October 29, 2007 (as amended from time to time) and Legislative Decree NxNo. 000 xx 0xx Xxxxxxxxx385 of September 1, 0000 1993, as amended (xxx XXXXXXX XXXthe Italian Banking Act);; and (Bii) in compliance with Article 129 of the Italian Banking Act Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristicsItaly; and (Ciii) in accordance compliance with any other applicable laws and regulationsregulations or requirement imposed by CONSOB or other Italian authority.

Appears in 1 contract

Samples: Dealership Agreement

Republic of Italy. Each Underwriter acknowledges Unless it is specified within the relevant Final Terms that the Series 1 Class A Ninth Issuer Notes a non-exempt offer may not be placedmade in Italy, offered or distributed to Italian investors at any time. Each Underwriter represents and agrees that the offering of the Ninth Issuer Notes Covered Bonds has not been cleared by CONSOB (the Italian Securities Exchange Commission) registered pursuant to Italian securities legislation and, accordingly, no Ninth Issuer Notes Covered Bonds may be offered, sold or delivered, nor may copies of the Offering Circular Prospectus or of any other document relating to the Ninth Issuer Notes Covered Bonds be distributed in the Republic of Italy, except: (ia) to professional qualified investors (operatori investitori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February24 February 1998, 1998 as amended (the FINANCIAL SERVICES ACTItalian Financial Services Act) and Article 3334-ter, first paragraph paragraph, letter (b) of CONSOB Regulation No. 11971 of 14th 14 May 1999, as amendedamended from time to time(Regulation No. In addition, each Underwriter represents 11971); or (b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Italian Financial Services Act and agrees that any Article 34-ter of Regulation No. 11971. Any offer, sale or delivery of the Ninth Issuer Notes Covered Bonds or distribution of copies of the Offering Circular Prospectus or any other document relating to the Ninth Issuer Notes Covered Bonds in the Republic of Italy under (ia) or (iib) above must be: (Ai) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act Act, CONSOB Regulation No. 16190 of 29 October 2007 (as amended from time to time) and Legislative Decree NxNo. 000 xx 0xx Xxxxxxxxx385 of 1 September 1993, 0000 as amended (xxx XXXXXXX XXXthe Italian Banking Act);; and (Bii) in compliance with Article 129 of the Italian Banking Act Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristicsItaly; and (Ciii) in accordance compliance with any other applicable laws and regulationsregulations or requirement imposed by CONSOB or other Italian authority.

Appears in 1 contract

Samples: Dealership Agreement

Republic of Italy. Each Underwriter acknowledges that the Series 1 Class A Ninth Issuer Notes may not be placed, offered or distributed to Italian investors at any time. Each Underwriter Dealer represents and agrees agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that the offering of the Ninth Issuer Notes Covered Bonds has not been cleared by CONSOB (the Italian Securities Exchange Commission) registered pursuant to Italian securities legislation and, accordingly, no Ninth Issuer Notes Covered Bonds may be offered, sold or delivered, nor may copies of the Offering Circular Prospectus or of any other document relating to the Ninth Issuer Notes Covered Bonds be distributed in the Republic of Italy, except: (ia) to professional investors ("operatori qualificati"), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st July, 1998, as amended; or (ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February24 February 1998, 1998 as amended (the FINANCIAL SERVICES ACTFinancial Services Act) and Article 3334-ter, first paragraph paragraph, letter b) of CONSOB Commissione Nazionale per le Società e la Borsa (CONSOB) Regulation No. 11971 of 14th 14 May 1999, as amendedamended from time to time (Regulation No. In addition11971); or (b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial Services Act and Article 34-ter of Regulation No. 11971. Furthermore, each Underwriter Dealer represents and agrees agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that any offer, sale or delivery of the Ninth Issuer Notes Covered Bonds or distribution of copies of the Offering Circular Prospectus or any other document relating to the Ninth Issuer Notes Covered Bonds in the Republic of Italy under (ia) or (iib) above must be: (Ai) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act Act, CONSOB Regulation No. 16190 of 29 October 2007 (as amended from time to time) and Legislative Decree NxNo. 000 xx 0xx Xxxxxxxxx385 of 1 September 1993, 0000 as amended (xxx XXXXXXX XXXthe Italian Banking Act);; and (Bii) in compliance with Article 129 of the Italian Banking Act Act, as amended, and the implementing guidelines of the Bank of Italy, as amended from time to time time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristicsItaly; and (Ciii) in accordance compliance with any other applicable laws and regulationsregulations or requirement imposed by CONSOB or other Italian authority.

Appears in 1 contract

Samples: Programme Agreement