Updating of legal opinions. On each occasion when the Base Prospectus is updated or amended pursuant to subclause 5.2(a), the Issuer will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Issuer failing which the Guarantors, to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)) in the Republic of Italy, the United States of America and England. In addition, on such other occasions as a Dealer so requests (on the basis of reasonable grounds which shall include, without limitation, the publication of a supplement to the Base Prospectus in accordance with the Prospectus Directive), the Issuer, failing which the Guarantors, will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the Issuer failing which the Guarantors, to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)) in such jurisdictions (including the Republic of Italy, the United States of America and/or England) as the Dealers may reasonably require. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the relevant Dealer and the Trustee in a form reasonably satisfactory to the relevant Dealer and the Trustee shall be a further condition precedent to the issue of those Notes to that Dealer.
Appears in 2 contracts
Samples: Programme Agreement (Luxottica Group Spa), Programme Agreement (Luxottica Group Spa)
Updating of legal opinions. On each occasion when the Base Prospectus is Listing Particulars are updated or amended pursuant to subclause 5.2(aβ5.2(a), the Issuer will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Issuer failing which the GuarantorsGuarantor, to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in the Republic of Italy, the United States of America and England. In addition, on such other occasions as a Dealer so requests (on the basis of reasonable grounds which shall include, without limitation, the publication of a supplement to the Base Prospectus in accordance with the Prospectus DirectiveListing Particulars), the Issuer, failing which the Guarantors, Issuer will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the Issuer (failing which the Guarantors, Guarantor) to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in such jurisdictions (including the Republic of Italy, the United States of America and/or England) as the Dealers may reasonably require. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 β2 such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the relevant Dealer and the Trustee in a form reasonably satisfactory to the relevant Dealer and the Trustee shall be a further condition precedent to the issue of those Notes to that Dealer.
Appears in 2 contracts
Samples: Programme Agreement (Autoliv Inc), Programme Agreement (Autoliv Inc)
Updating of legal opinions. (a) On each occasion when the Base Prospectus is updated or amended pursuant to subclause Subclause 5.2(a), the Issuer will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Issuer failing which the GuarantorsGuarantor, to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in the Republic of ItalyNetherlands, the United States Kingdom of America Spain and England. .
(b) In addition, on such other occasions as a Dealer so requests (on the basis of reasonable grounds which shall include, without limitation, the publication of a supplement to the Base Prospectus in accordance with the Prospectus DirectiveDirective (other than a supplement published solely for the purposes of incorporating financial statements)), the Issuer, failing which the Guarantors, Guarantor will procure that a further legal opinion or further legal opinions, as the case may be, opinions in such form and with such content as the Dealers may reasonably require, is or require are delivered, delivered at the expense of the Issuer Issuer, failing which the GuarantorsGuarantor, to the Dealers and the Trustee from legal advisers advisors (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in such jurisdictions (including the Republic of ItalyNetherlands, the United States Kingdom of America and/or Spain and England.
(c) as the Dealers may reasonably require. If at or prior to the time of any agreement to issue and or purchase Notes under clause Clause 2 such a request is made with respect to the Notes to be issued, the receipt of the relevant legal opinion or opinions by the relevant Dealer and the Trustee in a form reasonably satisfactory to the relevant Dealer and the Trustee shall be a further condition precedent to the issue of those Notes to that such Dealer.
Appears in 1 contract
Samples: Programme Agreement
Updating of legal opinions. On or before the first issue of Notes occurring after each occasion when the Base Prospectus is updated or amended pursuant to subclause 5.2(a)anniversary of this Agreement, the Issuer Issuers will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Issuers (failing which, where the Issuer failing which is STUF, the Guarantors, Guarantor) to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in the Republic of Italy, the United States of America and England. In addition, on such other occasions as a Dealer so requests the Issuers (on the basis of reasonable grounds which shall include, without limitationgrounds) and the Issuers so agree, the publication of a supplement to the Base Prospectus in accordance with the Prospectus Directive), the Issuer, failing which the Guarantors, Issuers will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the Issuer Issuers (failing which which, in the Guarantorscase of STUF, the Guarantor) to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in such jurisdictions England (including or any other jurisdiction in which either Issuer or the Republic of Italy, the United States of America and/or EnglandGuarantor carries on business) as the Dealers may reasonably require. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the relevant Dealer and the Trustee in a form reasonably satisfactory to the relevant Dealer and the Trustee shall be a further condition precedent to the issue of those Notes to that Dealer.
Appears in 1 contract
Samples: Programme Agreement
Updating of legal opinions. On each occasion when the Base Prospectus is updated or amended pursuant to subclause sub- clause 5.2(a), the Issuer will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Issuer failing which the Guarantors, to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in the Republic of Italy, the United States of America England and EnglandSouth Africa. In addition, on such other occasions as a Dealer so requests the Issuer (on the basis of reasonable grounds which shall may include, without limitation, the publication of a supplement to the Base Prospectus in accordance with the Prospectus DirectiveRegulation), the Issuer, failing which the Guarantors, Issuer will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the Issuer failing which the Guarantors, to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in such jurisdictions (including the Republic of Italy, the United States of America and/or EnglandEngland and South Africa) as the Dealers may reasonably require. If at or prior to the time of any agreement to issue and purchase subscribe Notes under clause Clause 2 (Agreements to Issue and Subscribe for Notes) such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the relevant Dealer and the Trustee in a form reasonably satisfactory to the relevant Dealer and the Trustee shall be a further condition precedent to the issue of those Notes to that Dealer.
Appears in 1 contract
Samples: Programme Agreement
Updating of legal opinions. On each occasion when the Base Prospectus is Listing Particulars are updated or amended pursuant to subclause 5.2(a), the Issuer will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Issuer failing which the GuarantorsGuarantor, to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in the Republic of Italy, the United States of America and England. In addition, on such other occasions as a Dealer so requests (on the basis of reasonable grounds which shall include, without limitation, the publication of a supplement to the Base Prospectus in accordance with the Prospectus DirectiveListing Particulars), the Issuer, failing which the Guarantors, Issuer will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the Issuer (failing which the Guarantors, Guarantor) to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in such jurisdictions (including the Republic of Italy, the United States of America and/or England) as the Dealers may reasonably require. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the relevant Dealer and the Trustee in a form reasonably satisfactory to the relevant Dealer and the Trustee shall be a further condition precedent to the issue of those Notes to that Dealer.
Appears in 1 contract
Samples: Programme Agreement (Autoliv Inc)
Updating of legal opinions. On each occasion when the Base Prospectus Offering Circular is updated or amended pursuant to subclause 5.2(a), the Issuer Issuers will procure that further legal opinions, in such form and with such content as the Dealers may reasonably require, are delivered, at the expense of the Issuer failing which the GuarantorsIssuers, to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in the Republic of Italy, the United States of America (including New York and North Carolina) and England. In addition, on such other occasions as a Dealer so requests the Issuers (on the basis of reasonable grounds which shall include, without limitation, the publication of a supplement to the Base Prospectus Offering Circular in accordance with the Prospectus Directive), the Issuer, failing which the Guarantors, Issuers will procure that a further legal opinion or further legal opinions, as the case may be, in such form and with such content as the Dealers may reasonably require, is or are delivered, at the expense of the Issuer failing which the GuarantorsIssuers, to the Dealers and the Trustee from legal advisers (approved by the Dealers (such approval not to be unreasonably withheld or delayed)Dealers) in such jurisdictions (including the Republic of Italywith respect to New York, the United States of America and/or EnglandNorth Carolina and U.S. Federal Law) as the Dealers may reasonably require. If at or prior to the time of any agreement to issue and purchase Notes under clause 2 such a request is made with respect to the Notes to be issued, the receipt of the relevant opinion or opinions by the relevant Dealer and the Trustee in a form reasonably satisfactory to the relevant Dealer and the Trustee shall be a further condition precedent to the issue of those Notes to that Dealer.
Appears in 1 contract