Common use of Updating of Offering Circular Clause in Contracts

Updating of Offering Circular. (a) On or before each anniversary of the date of this Agreement, the Issuer shall update or amend the Offering Circular (following consultation with the Arranger who will consult with the Dealers) by the publication of a supplement thereto or a new Offering Circular, in a form approved by the Dealers. (b) In the event of a change in the condition of the Issuer which is material in the context of the Programme or the issue of any Notes or if the Offering Circular shall otherwise come to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Offering Circular to comply with, or reflect changes in, any applicable laws or regulations the Issuer shall update or amend the Offering Circular (following consultation with the Arranger who will consult with the Dealers) by the publication of a supplement thereto or a new Offering Circular in a form approved by the Dealers. (c) The Offering Circular shall, as specified therein, be deemed to incorporate by reference therein the Exchange Filed Information. Upon the publication of a revision, supplement or amendment to the Offering Circular ("REVISION"), the Issuer shall promptly supply to each Dealer and the Agent such number of copies of such Revision as each Dealer or the Agent (as the case may be) may reasonably request. Until a Dealer receives a Revision, the definition of "OFFERING CIRCULAR" in clause 1(1) shall, in relation to such Dealer, mean the Offering Circular prior to the receipt by such Dealer of such Revision. (d) If the terms of the Programme are modified or amended in a manner which would make the Offering Circular inaccurate or misleading, a new Offering Circular will be prepared in a form approved by the Dealers.

Updating of Offering Circular. (a) On or before each Before the first issue of Notes under the Programme after the annual anniversary of the date of this Agreement, the Issuer Issuer, PT and PTC shall update or amend the Offering Circular (following consultation with the Arranger who will consult with the Dealers) by the publication of a supplement thereto or a new Offering Circular, in a form approved by the Dealers. (b) In Subject as set out in the proviso below, in the event of (i) a significant new factor, material mistake or inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes arising or being noted, (ii) a change in the condition of the Issuer Issuer, PT or PTC which is material in the context of the Programme or the issue of any Notes or if (iii) the Offering Circular shall otherwise come coming to contain an untrue statement of a material fact or omit omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Offering Circular to comply with, or reflect changes in, any applicable the laws or regulations of The Netherlands or Portugal or any other relevant jurisdiction the Issuer Issuer, PT and PTC shall update or amend the Offering Circular (following consultation with the Arranger who will consult with Dealers and the Dealersrelevant Dealer (if any)) by the publication in accordance with Article 16 of the Prospectus Directive of a supplement thereto to it or a new Offering Circular Circular, in each case in a form approved by the DealersDealers provided that the Issuer, PT and PTC undertakes that in the period from and including an Agreement Date to and including the related Issue Date of the new Notes, it will only prepare and publish a supplement to, or replacement of, the Offering Circular if it is required, or has reasonable grounds to believe that it is required, to do so in order to comply with Section 87G of the FSMA and, in such circumstances, such supplement to, or replacement of, the Offering Circular shall, solely as between the Issuer, PT and PTC and the relevant Dealer and solely for the purposes of Section 87Q(4) of the FSMA and clause 3.2(a), be deemed to have been prepared and published so as to comply with the requirements of Section 87G of the FSMA. (c) The Upon any supplement or replacement Offering Circular shallbeing prepared and published as provided above the Issuer, as specified therein, be deemed to incorporate by reference therein the Exchange Filed Information. Upon the publication of a revision, supplement or amendment PT and PTC shall promptly without cost to the Offering Circular ("REVISION"), the Issuer shall promptly Dealers supply to each Dealer and the Agent such number of copies of such Revision supplement or replacement Offering Circular as each Dealer or the Agent (as the case may be) may reasonably request. Until a Dealer receives a Revisionsuch supplement or replacement Offering Circular, as the case may be, the definition of "OFFERING CIRCULAR" Offering Circular in clause subclause 1(1) shall, in relation to such Dealer, mean the Offering Circular prior to the receipt by such Dealer publication of such Revisionsupplement or replacement Offering Circular, as the case may be. (d) If the terms of the Programme are modified or amended in a manner which would make the Offering Circular inaccurate or misleading, a new Offering Circular will be prepared in a form approved by the Dealers.

Updating of Offering Circular. (a) On or before each Before the first issue of Notes under the Programme after the annual anniversary of the date of this Agreement, the Issuer PTIF, PT and PTC shall update or amend the Offering Circular (following consultation with the Arranger who will consult with the Dealers) by the publication of a supplement thereto or a new New Offering Circular, in a form approved by the Dealers. (b) In Subject as set out in the proviso below, in the event of (i) a significant new factor, material mistake or inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes arising or being noted, (ii) a change in the condition of the Issuer PTIF, PT or PTC which is material in the context of the Programme or the issue of any Notes or if (iii) the Offering Circular shall otherwise come coming to contain an untrue statement of a material fact or omit omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Offering Circular to comply with, or reflect changes in, any applicable the laws or regulations the Issuer of The Netherlands or Portugal or any other relevant jurisdiction of PTIF, PT and PTC shall update or amend the Offering Circular (following consultation with the Arranger who will consult with Dealers and the Dealersrelevant Dealer (if any)) by the publication in accordance with Article 16 of the Prospectus Directive of a supplement thereto to it or a new Offering Circular Circular, in each case in a form approved by the DealersDealers provided that the relevant Issuer and, where the Issuer is PTIF, PT and PTC undertakes that in the period from and including an Agreement Date to and including the related Issue Date of the new Notes, it will only prepare and publish a supplement to, or replacement of, the Offering Circular if it is required, or has reasonable grounds to believe that it is required, to do so in order to comply with Section 87G of the FSMA and, in such circumstances, such supplement to, or replacement of, the Offering Circular shall, solely as between the relevant Issuer and, where the Issuer is PTIF, PT and PTC and the relevant Dealer and solely for the purposes of Section 87Q(4) of the FSMA and clause 3.2(a), be deemed to have been prepared and published so as to comply with the requirements of Section 87G of the FSMA. (c) The Upon any supplement or replacement Offering Circular shallbeing prepared and published as provided above, as specified thereinPTIF, be deemed to incorporate by reference therein the Exchange Filed Information. Upon the publication of a revision, supplement or amendment PT and PTC shall promptly without cost to the Offering Circular ("REVISION"), the Issuer shall promptly Dealers supply to each Dealer and the Agent such number of copies of such Revision supplement or replacement Offering Circular as each Dealer or the Agent (as the case may be) may reasonably request. Until a Dealer receives a Revisionsuch supplement or replacement Offering Circular, as the case may be, the definition of "OFFERING CIRCULAR" Offering Circular in clause 1(1) subclause 1.1 shall, in relation to such Dealer, mean the Offering Circular prior to the receipt by such Dealer publication of such Revisionsupplement or replacement Offering Circular, as the case may be. (d) If the terms of the Programme are modified or amended in a manner which would make the Offering Circular inaccurate or misleading, a new Offering Circular will be prepared in a form approved by the Dealers.

Updating of Offering Circular. (a) On or before each anniversary of the date of this Agreement, the Issuer Issuers shall update or amend the Offering Circular (following consultation with the Arranger who will consult with the Dealers) by the publication of a supplement thereto or a new Offering Circular, in each case in a form approved by the Dealers. (b) In Subject as set out in the proviso below, in the event of (i) a significant new factor, material mistake or material inaccuracy relating to the information included in the Offering Circular which is reasonably capable of affecting the assessment of the Notes arising or being noted, (ii) a change in the condition of the either Issuer which is material in the context of the Programme or the issue of any Notes or if (iii) the Offering Circular shall otherwise come coming to contain an untrue statement of a material fact or omit omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Offering Circular to comply with, or reflect changes in, any applicable the laws or regulations of the Issuer United States of America or any other relevant jurisdiction the Issuers shall update or amend the Offering Circular (following consultation with the Arranger who will consult with the Dealers) by the publication in accordance with the Prospectus Directive of a supplement thereto to it or a new Offering Circular Circular, in each case in a form approved by the DealersDealers other than where a supplement has been prepared in accordance with subclause (c) below provided that each Issuer undertakes that in the period from and including an Agreement Date to and including the related Issue Date of the new Notes, it will only prepare and publish a supplement to, or replacement of, the Offering Circular if it is required, or has reasonable grounds to believe that it is required, to do so in order to comply with Section 87G of the FSMA and, in such circumstances, such supplement to, or replacement of, the Offering Circular shall, solely as between the relevant Issuer and the relevant Dealer and solely for the purposes of Section 87Q(4) of the FSMA and clause 3.2(a), be deemed to have been prepared and published so as to comply with the requirements of Section 87G of the FSMA. (c) The Offering Circular shallOn each occasion on which an Issuer publishes consolidated financial statements, as specified therein, be deemed to incorporate by reference therein that Issuer will prepare and publish in accordance with the Exchange Filed Information. Upon the publication of Prospectus Directive a revision, supplement or amendment to the Offering Circular ("REVISION"), the Issuer shall promptly supply to each Dealer and the Agent such number of copies of such Revision as each Dealer either setting out those financial statements or the Agent (as the case may be) may reasonably request. Until a Dealer receives a Revision, the definition of "OFFERING CIRCULAR" incorporating them by reference in clause 1(1) shall, in relation to such Dealer, mean the Offering Circular prior to the receipt by such Dealer of such RevisionCircular. (d) If the terms of the Programme are modified or amended in a manner which would make the Offering Circular materially inaccurate or materially misleading, a new Offering Circular will be prepared and published in accordance with the Prospectus Directive by the Issuers in a form approved by the Dealers. (e) Upon any supplement or replacement Offering Circular being prepared and published as provided above the Issuers shall promptly without cost to the Dealers supply to each Dealer such number of copies of such supplement or replacement Offering Circular as each Dealer may reasonably request. Until a Dealer receives such supplement or replacement Offering Circular, as the case may be, the definition of Offering Circular in subclause 1.1 shall, in relation to such Dealer, mean the Offering Circular prior to the publication of such supplement or replacement Offering Circular, as the case may be.

Updating of Offering Circular. (a) On or before each annual anniversary of the date of this Agreement, the Issuer Issuer, PT and PTC shall update or amend the Offering Circular (following consultation with the Arranger Arrangers who will consult with the Dealers) by the publication of a supplement thereto or a new Offering Circular, in a form approved by the Dealers. (b) In The Issuer, PT and PTC shall ensure that article 6 the event Netherlands Decree on the Securities Xxxxxx Xxxxxxxxxxx Xxx 0000 (Besluit toezicht effectenverkeer 1995) is complied with relating to those Notes in respect of a change in which the condition Issuer and the relevant Dealer wish to rely on the "mutual recognition" provisions of Netherlands securities laws if after the date of the Issuer which is material in the context most recently published Offering Circular new relevant facts occur or become known. (c) If so required by section 81 of the Programme or the issue of any Notes or if the Offering Circular shall otherwise come to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading FSMA or if it is necessary at any time to amend the Offering Circular to comply with, or reflect changes in, any applicable the laws or regulations of The Netherlands or Portugal or to prepare an offering of Rule 144A Notes, the Issuer Issuer, PT and PTC shall update or amend the Offering Circular (following consultation with the Arranger Arrangers who will consult with the Dealers) by the publication of a supplement thereto or a new Offering Circular in a form approved by the DealersCircular. (cd) The Offering Circular shall, as specified therein, be deemed to incorporate by reference therein the Exchange Filed Informationmost recently published audited consolidated and unconsolidated financial statements and, if published later, the most recently published interim consolidated and unconsolidated financial statements (if any) of the Issuer, PT and PTC provided that such financial statements will not form a part of the Listing Particulars. Upon any new financial statements being incorporated in the Offering Circular as aforesaid or upon the publication of a revision, supplement or amendment to the Offering Circular ("REVISION")Circular, the Issuer and PT shall promptly supply to each Dealer and the Principal Paying Agent such number of copies of such Revision financial statements, revision, supplement or amendment as each Dealer or the Principal Paying Agent (as the case may be) may reasonably request. Until a Dealer receives a Revisionsuch financial statements, revision, supplement or amendment, the definition of "OFFERING CIRCULAROffering Circular" in clause 1(1) shall, in relation to such Dealer, mean the Offering Circular prior to the receipt by such Dealer of such Revisionfinancial statements or the publication of such revision, supplement or amendment. (d) If the terms of the Programme are modified or amended in a manner which would make the Offering Circular inaccurate or misleading, a new Offering Circular will be prepared in a form approved by the Dealers.

Updating of Offering Circular. (a) On or before the first issue of Notes to be listed on the Official List and admitted to trading on the London Stock Exchange after each anniversary of the date of this Agreement, the Issuer Issuers and the Guarantor shall update or amend the Offering Circular (following consultation with the Arranger who will consult with the Dealers) by the publication of a supplement thereto or a new Offering Circular, in a form approved by the Dealers. (b) In the event of a change in the condition of the Issuer Issuers and/or the Guarantor which is material in the context of the Programme or the issue of any Notes or if the Offering Circular shall otherwise come to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading or in any material respect or, if it is necessary at any time to amend the Offering Circular to comply with, or reflect changes in, any applicable the laws or regulations of England, the Issuer Issuers and the Guarantor shall update or amend the Offering Circular (following consultation with the Arranger who will consult with the Dealers) by the publication of a supplement thereto or a new Offering Circular in a form approved by the Dealers.. Back to Contents (c) The Offering Circular shall, as specified therein, be deemed to incorporate by reference therein the Exchange Filed Informationmost recently published audited consolidated and unconsolidated financial statements and, if published later, the most recently published interim consolidated and unconsolidated financial statements (if any) of each Issuer and the Guarantor provided that such financial statements will not form a part of the Listing Particulars. Upon any new financial statements being incorporated in the Offering Circular as aforesaid or upon the publication of a revision, supplement or amendment to the Offering Circular ("REVISION")Circular, the relevant Issuer or the Guarantor shall promptly supply to each Dealer and the Principal Paying Agent such number of copies of such Revision financial statements, revision, supplement or amendment as each Dealer or the Principal Paying Agent (as the case may be) may reasonably request. Until a Dealer receives a Revisionsuch financial statements, revision, supplement or amendment, the definition of "OFFERING CIRCULAROffering Circular" in clause 1(1) shall, in relation to such Dealer, mean the Offering Circular prior to the receipt by such Dealer of such Revisionfinancial statements or the publication of such revision, supplement or amendment. (d) If the terms of the Programme are modified or amended in a manner which would make the Offering Circular inaccurate or misleading, a new Offering Circular will be prepared in a form approved by the Dealers.

Updating of Offering Circular. (a) On or before each annual anniversary of the date of this Agreement, the Issuer Issuer, PT and PTC shall update or amend the Offering Circular (following consultation with the Arranger who will consult with the Dealers) by the publication of a supplement thereto or a new Offering Circular, in a form approved by the Dealers. (b) In The Issuer, PT and PTC shall ensure that article 6 the Netherlands Decree on the Securities Xxxxxx Xxxxxxxxxxx Xxx 0000 (Besluit toezicht effectenverkeer 1995) is complied with relating to those Notes in respect of which the Issuer and the relevant Dealer wish to rely on the “mutual recognition” provisions of Netherlands securities laws if after the date of the most recently published Offering Circular new relevant facts occur or become known. (c) Subject as set out in the proviso below, in the event of (i) a significant new factor, material mistake or inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes arising or being noted, (ii) a change in the condition of the Issuer Issuer, PT or PTC which is material in the context of the Programme or the issue of any Notes or if (iii) the Offering Circular shall otherwise come coming to contain an untrue statement of a material fact or omit omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Offering Circular to comply with, or reflect changes in, any applicable the laws or regulations of The Netherlands or Portugal or any other relevant jurisdiction the Issuer Issuer, PT and PTC shall update or amend the Offering Circular (following consultation with the Arranger who will consult with Dealers and the Dealersrelevant Dealer (if any)) by the publication in accordance with Article 16 of the Prospectus Directive of a supplement thereto to it or a new Offering Circular Circular, in each case in a form approved by the Dealers. (c) The Dealers provided that the Issuer, PT and PTC undertakes that in the period from and including an Agreement Date to and including the related Issue Date of the new Notes, it will only prepare and publish a supplement to, or replacement of, the Offering Circular if it is required, or has reasonable grounds to believe that it is required, to do so in order to comply with Section 87G of the FSMA and, in such circumstances, such supplement to, or replacement of, the Offering Circular shall, solely as specified thereinbetween the Issuer, PT and PTC and the relevant Dealer and solely for the purposes of Section 87Q(4) of the FSMA and clause 3.2(a), be deemed to incorporate by reference therein have been prepared and published so as to comply with the Exchange Filed Information. requirements of Section 87G of the FSMA. (d) Upon the publication of a revision, any supplement or amendment replacement Offering Circular being prepared and published as provided above the Issuer, PT and PTC shall promptly without cost to the Offering Circular ("REVISION"), the Issuer shall promptly Dealers supply to each Dealer and the Agent such number of copies of such Revision supplement or replacement Offering Circular as each Dealer or the Agent (as the case may be) may reasonably request. Until a Dealer receives a Revisionsuch supplement or replacement Offering Circular, as the case may be, the definition of "OFFERING CIRCULAR" Offering Circular in clause subclause 1(1) shall, in relation to such Dealer, mean the Offering Circular prior to the receipt by such Dealer publication of such Revisionsupplement or replacement Offering Circular, as the case may be. (d) If the terms of the Programme are modified or amended in a manner which would make the Offering Circular inaccurate or misleading, a new Offering Circular will be prepared in a form approved by the Dealers.

Updating of Offering Circular. (a) On or before each anniversary of the date of this Agreement, the Issuer Obligors shall update or amend the Offering Circular (following consultation with the Arranger Arrangers who will consult with the Dealers) by the publication in accordance with the Prospectus Directive and the national law implementing the Prospectus Directive of a supplement thereto to it or a new Offering Circular, in each case in a form approved by the Dealers. (b) In Subject as set out in the proviso below, in the event of (i) a significant new factor, material mistake or inaccuracy relating to the information included in the Offering Circular which is capable of affecting the assessment of the Notes arising or being noted, (ii) a change in the condition of the Issuer any Obligor which is material in the context of the Programme or the issue of any Notes or if (iii) the Offering Circular shall otherwise come coming to contain an untrue statement of a material fact or omit omitting to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Offering Circular to comply with, or reflect changes in, any applicable the laws or regulations of Italy or Luxembourg or any other relevant jurisdiction of the Issuer Obligors, the Obligors shall update or amend the Offering Circular (following consultation with the Arranger Arrangers who will consult with the DealersDealers and the relevant Dealer (if any)) by the publication in accordance with the Prospectus Directive of a supplement thereto to it or a new Offering Circular Circular, in each case in a form approved by the DealersDealers provided that the Obligors undertake that in the period from and including an Agreement Date to and including the related Issue Date of any issue of Notes, they will only prepare and publish a supplement to, or replacement of, the Offering Circular if it is required, or have reasonable grounds to believe that it is required, to do so in order to comply with Article 16 of the Prospectus Directive and, in such circumstances, such supplement to, or replacement of, the Offering Circular shall, solely as between the Obligors and the relevant Dealer and solely for the purposes of Article 16 of the Prospectus Directive and subclause 3.2(a), be deemed to have been prepared and published so as to comply with the requirements of Article 16 of the Prospectus Directive. (c) The Upon any new supplement or replacement Offering Circular shallbeing prepared and published as provided above, as specified therein, be deemed to incorporate by reference therein the Exchange Filed Information. Upon the publication of a revision, supplement or amendment Obligors shall promptly without cost to the Offering Circular ("REVISION"), the Issuer shall promptly Dealers supply to each Dealer and the Agent such number of copies of such Revision supplement or replacement Offering Circular as each Dealer may reasonably request. Until each Dealer receives such supplement or the Agent (replacement Offering Circular as the case may be) may reasonably request. Until a Dealer receives a Revision, the definition of "OFFERING CIRCULAR" Offering Circular in clause 1(1) 1.1 shall, in relation to such Dealer, mean the Offering Circular prior to the receipt by such Dealer of such Revisionsupplement or replacement Offering Circular as the case may be. (d) If the terms of the Programme are modified or amended in a manner which would make the Offering Circular inaccurate or misleading, a new Offering Circular will be prepared and published in accordance with the Prospectus Directive by the Obligors in a form approved by the Dealers.

Updating of Offering Circular. (a) On or before each anniversary of the date of this Agreement, the Issuer shall update or amend the Offering Circular (following consultation with the Arranger who will consult with the Dealers) by the publication of a supplement thereto or a new Offering Circular, in a form approved by the Dealers. (b) In the event of a change in the condition of the Issuer which is material in the context of the Programme or the issue of any Notes or if the Offering Circular shall otherwise come to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading or if it is necessary at any time to amend the Offering Circular to comply with, or reflect changes in, any applicable laws or regulations the Issuer shall update or amend the Offering Circular (following consultation with the Arranger who will consult with the Dealers) by the publication of a supplement thereto or a new Offering Circular in a form approved by the Dealers. (c) The Offering Circular shall, as specified therein, be deemed to incorporate by reference therein the Exchange Filed Information. Upon the publication of a revision, supplement or amendment to the Offering Circular ("REVISIONRevision"), the Issuer shall promptly supply to each Dealer and the Agent such number of copies of such Revision as each Dealer or the Agent (as the case may be) may reasonably request. Until a Dealer receives a Revision, the definition of "OFFERING CIRCULAROffering Circular" in clause 1(1) shall, in relation to such Dealer, mean the Offering Circular prior to the receipt by such Dealer of such Revision. (d) If the terms of the Programme are modified or amended in a manner which would make the Offering Circular inaccurate or misleading, a new Offering Circular will be prepared in a form approved by the Dealers.