Common use of Underwriting Agreement Standard Provisions Clause in Contracts

Underwriting Agreement Standard Provisions. To the Representatives named from time to time in the applicable Pricing Agreement hereinafter described Ladies and Gentlemen: From time to time Equinor ASA, a public limited company incorporated under the laws of the Kingdom of Norway (“Equinor” or the “Company”) and Equinor Energy AS, a limited company incorporated under the laws of the Kingdom of Norway (the “Guarantor”), propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and the Company, subject to the terms and conditions stated herein and therein, proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”) which are to have endorsed thereon the Guarantees (as defined below), such Securities to be issued under the Indenture (as defined below). The Securities shall be fully and unconditionally guaranteed by the Guarantor as to the due and prompt payment of the principal of (and premium, if any) and interest (including additional amounts, if any, and sinking fund payments, if any) on the Securities when and as the same shall become due and payable (the “Guarantees” and each a “Guarantee”). The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Pricing Agreement. The Securities may have varying designations, maturities, rates and times of payment of interest, selling prices and redemption and other terms.

Underwriting Agreement Standard Provisions. To Anheuser-Xxxxx InBev Finance Inc. (the Representatives named from time to time in the applicable Pricing Agreement hereinafter described Ladies and Gentlemen: From time to time Equinor ASA“Issuer”), a public limited company incorporated under the laws of the Kingdom State of Norway (“Equinor” or the “Company”) and Equinor Energy ASDelaware, a limited company incorporated under the laws of the Kingdom of Norway (the “Guarantor”), propose proposes to enter into or has entered into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I heretoAgreements, with such additions and deletions as the parties thereto may determine, and the Companyand, subject to the terms and conditions stated herein and therein, proposes to issue and sell sell, to the several firms named in Schedule I to the applicable Pricing Agreement (such firm or firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain the principal amount of its debt securities (the “Securities”) specified identified in Schedule II I to such Pricing Agreement (generally and, as the context may require, with respect to such Pricing Agreement, the “Designated Securities”) which are to have endorsed thereon the Guarantees (as defined below), such Securities to be issued under pursuant to the Indenture provisions of an indenture identified in Schedule II of such Pricing Agreement (as defined belowhereinafter called the “Indenture”), among the Issuer, Anheuser-Xxxxx InBev SA/NV (the “Parent Guarantor”), Anheuser-Xxxxx InBev Worldwide Inc., Anheuser-Xxxxx Companies, LLC, BrandBrew S.A., Cobrew NV, Brandbev S.à x.x. (each a “Subsidiary Guarantor,”) and the Trustee identified in such Schedule (the “Trustee”). The Securities shall are to be fully and unconditionally guaranteed as to payment of principal and interest by the Guarantor Parent Guarantor. The Securities may also be unconditionally guaranteed as to the due and prompt payment of the principal of (and premium, if any) and interest (including additional amountsby one or more of the Subsidiary Guarantors, if any, and sinking fund payments, if any) on the Securities when and as the same shall become due and payable (the “Guarantees” and each a “Guarantee”). The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such applicable Pricing Agreement. The Securities may have varying designationsParent Guarantor and any Subsidiary Guarantors specified in the applicable Pricing Agreement are referred to herein as the “Guarantors”, maturities, rates and times their guarantees are referred to herein as the “Guarantees”. All references herein to “this Agreement” shall be deemed to refer to this Agreement together with the applicable Pricing Agreement. The term “Representatives” also refers to a single firm acting as sole representative of payment of interest, selling prices the Underwriters and redemption and other termsto an Underwriter or Underwriters who act without any firm being designated as its or their representatives.

Underwriting Agreement Standard Provisions. To the Representatives named from time to time in the applicable Pricing Agreement hereinafter described Ladies and Gentlemen: From time to time Equinor ASATalisman Energy Inc., a public limited company incorporated corporation organized under the laws of the Kingdom of Norway Canada (“Equinor” or the “Company”) and Equinor Energy AS, a limited company incorporated under the laws of the Kingdom of Norway (the “Guarantor”), propose proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) underwriting agreements in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and the Companyand, subject to the terms and conditions stated herein and therein, proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement underwriting agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement underwriting agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement underwriting agreement (with respect to such Pricing Agreementunderwriting agreement, the “Designated Securities”) which are to have endorsed thereon the Guarantees (as defined below), such Securities to be issued under the Indenture (as defined below). The Securities Each particular underwriting agreement shall be fully and unconditionally guaranteed by deemed to incorporate the Guarantor as to the due and prompt payment of the principal of provisions hereof (and premium, if anythese “Standard Provisions”) and interest (including additional amounts, if anyinto such underwriting agreement, and sinking fund paymentseach such underwriting agreement, if any) on the Securities when and together with these Standard Provisions so incorporated therein, is collectively referred to as the same shall become due and payable (the “GuaranteesUnderwriting Agreement”. The terms “this Agreement”, “hereof”, “herein” and each a “Guarantee”)similar terms mean the Underwriting Agreement including all Schedules thereto and these Standard Provisions. The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Underwriting Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Pricing Underwriting Agreement. The Particular sales of Securities may have varying designationsbe made from time to time to the Underwriters of such Securities, maturitiesfor whom the firms designated as representatives of the Underwriters of such Securities in the Underwriting Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Underwriting Agreement with respect to the Designated Securities specified therein. Each Underwriting Agreement shall specify the aggregate principal amount of such Designated Securities, rates the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and times the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Underwriting Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of interestsuch Designated Securities. An Underwriting Agreement shall be in the form of an executed writing (which may be in counterparts), selling prices and redemption may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under each Underwriting Agreement shall be several and other termsnot joint.

Underwriting Agreement Standard Provisions. To the Representatives named from time to time in the applicable Pricing Agreement hereinafter described Ladies and Gentlemen: From time to time Equinor ASAtime, Sumitomo Mitsui Financial Group, Inc., a public limited joint stock company incorporated under the laws of the Kingdom of Norway Japan (“Equinor” or the “Company”) and Equinor Energy AS, a limited company incorporated under the laws of the Kingdom of Norway (the “GuarantorSMFG”), propose to may enter into one or more Pricing Agreements (each a “Pricing Agreement”) underwriting agreements in the form of Annex I heretoA hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, with an “Underwriting Agreement”) that provide for the sale and purchase of the senior or subordinated debt securities designated in such additions and deletions Underwriting Agreement (the “debt securities”) to the several Underwriters named therein (the “Underwriters”), for whom the specific Underwriters identified therein shall act as representative(s) (in such capacity, the parties thereto “Representative(s)”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement”. The debt securities will be issued under one or more indentures (as may determinebe amended or supplemented from time to time, the “Indenture(s)”), as more particularly described in the Underwriting Agreement, between SMFG and the Companytrustees named therein (the “Trustee(s)”). SMFG acknowledges and agrees that, subject to the terms and conditions stated herein and thereinherein, proposes to issue and sell to SMBC Nikko Securities America, Inc. may use the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”) which are to have endorsed thereon the Guarantees Prospectus (as defined below), such Securities to be issued ) in connection with secondary market offers and sales of the debt securities as contemplated in the Prospectus under the Indenture caption “Underwriting (as defined belowConflicts of Interest). The Securities shall be fully and unconditionally guaranteed by the Guarantor as to the due and prompt payment of the principal of ” (and premium, if any) and interest (including additional amounts, if any, and sinking fund payments, if any) on the Securities when and as the same shall become due and payable (the “Guarantees” and each a “GuaranteeSecondary Market Transactions”). The terms SMFG further acknowledges and rights of agrees that SMBC Nikko Securities America, Inc. is under no obligation to effect any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant Secondary Market Transactions and, if it does so, it may discontinue effecting such transactions at any time without providing any notice to the indenture (the “Indenture”) identified in such Pricing Agreement. The Securities may have varying designations, maturities, rates and times of payment of interest, selling prices and redemption and other termsSMFG.

Underwriting Agreement Standard Provisions. June 5, 2017 To the Representatives representatives (the “Representatives”) named from time to time in the applicable Pricing Agreement hereinafter described (as defined below) Ladies and Gentlemen: From time to time Equinor ASAtime, Nokia Corporation, a public limited company incorporated corporation organized under the laws of the Kingdom Republic of Norway Finland (“Equinor” or the “Company”) and Equinor Energy AS, a limited company incorporated under the laws of the Kingdom of Norway (the “Guarantor”), propose proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, hereto with such additions and deletions as the parties thereto may determine, and the Companyand, subject to the terms and conditions stated herein in this Agreement and thereinin the applicable Pricing Agreement, proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”) which are to have endorsed thereon the Guarantees (as defined below), such Securities to be issued under an indenture to be dated on or about June 12, 2017 between the Indenture (Company and The Bank of New York Mellon acting through its London Branch, as defined below). The Securities shall be fully and unconditionally guaranteed by the Guarantor as to the due and prompt payment of the principal of (and premium, if any) and interest (including additional amounts, if any, and sinking fund payments, if any) on the Securities when and as the same shall become due and payable trustee (the “Guarantees” and each a “GuaranteeTrustee”). The terms , as amended and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant supplemented from time to the indenture time (the “Indenture”) identified ). Whenever the Company determines to make an offering of Securities, the Company will enter into a Pricing Agreement providing for the sale of the applicable Securities to, and the purchase and offering thereof by, the Underwriters for which the firms designated as representatives of the Underwriters of such Securities in the applicable Pricing Agreement will act as Representatives. The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. The Pricing Agreement relating to the Designated Securities shall specify the type of Securities to be issued, the names of the Underwriters participating in such Pricing Agreement. The offering (subject to substitution as provided in Section 10 hereof), the number of Designated Securities may have varying designationswhich each such Underwriter severally and not jointly agrees to purchase, maturitiesthe price at which the Designated Securities are to be purchased by the Underwriters from the Company, rates the initial public offering price, the time and times place of delivery and payment of interest, selling prices and redemption and other specific terms.

Underwriting Agreement Standard Provisions. 2009 To the Representatives named from time to time in the applicable Pricing Agreement hereinafter described Ladies and Gentlemen: From time to time Equinor StatoilHydro ASA, a public limited company incorporated under the laws of the Kingdom of Norway (“EquinorStatoilHydro” or the “Company”) and Equinor Energy StatoilHydro Petroleum AS, a limited company incorporated under the laws of the Kingdom of Norway (the “Guarantor”), propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and the Company, subject to the terms and conditions stated herein and therein, proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”) which are to have endorsed thereon the Guarantees (as defined below), such Securities to be issued under the Indenture (as defined below). The Securities shall be fully and unconditionally guaranteed by the Guarantor as to the due and prompt payment of the principal of (and premium, if any) and interest (including additional amounts, if any, and sinking fund payments, if any) on the Securities when and as the same shall become due and payable (the “Guarantees” and each a “Guarantee”). The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Pricing Agreement. The Securities may have varying designations, maturities, rates and times of payment of interest, selling prices and redemption and other terms.

Underwriting Agreement Standard Provisions. To the Representatives named from time to time in the applicable Pricing Agreement hereinafter described Ladies and Gentlemen: [Date] From time to time Equinor ASA, a public limited company incorporated under the laws of the Kingdom of Norway Xxxxxxx Electric Co. (“Equinor” or the “Company”) and Equinor Energy AS, a limited company incorporated under the laws of the Kingdom of Norway (the “Guarantor”), propose proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and the Companyand, subject to the terms and conditions stated herein and therein, proposes to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement or named in the applicable Pricing Agreement (such firm or firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”) which are to have endorsed thereon the Guarantees (as defined below), such Securities to be issued under the Indenture (as defined below). The Securities shall be fully and unconditionally guaranteed by the Guarantor as to the due and prompt payment of the principal of (and premium, if any) and interest (including additional amounts, if any, and sinking fund payments, if any) on the Securities when and as the same shall become due and payable (the “Guarantees” and each a “Guarantee”). The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture Indenture (the “Indenture”) identified ), dated as of December 10, 1998, between the Company and Computershare Trust Company, N.A., as successor to Xxxxx Fargo Bank, National Association, in such capacity, the trustee (the “Trustee”). Xxxxx Fargo Bank, National Association was successor to The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York). The Pricing Agreement. The Securities may have varying designations, maturitiesincluding the provisions incorporated therein by reference, rates and times of payment of interestis herein referred to as the “Underwriting Agreement.” Unless otherwise defined herein, selling prices and redemption and other termsterms defined in the Pricing Agreement are used herein as therein defined.