Common use of Xxxxxxxxx xx Xxxx Clause in Contracts

Xxxxxxxxx xx Xxxx. Xxxx agrees with each of the several Underwriters as follows: (a) Peru will notify the Underwriters promptly if at any time prior to payment of the Purchase Price to Peru and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Underwriters may reasonably require to remedy the fact. (b) Promptly after the execution and delivery of this Agreement, Peru will file the Prospectus Supplement, in a form approved by the Underwriters, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the Offering. Peru will furnish to the Underwriters prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Global Bonds) providing reasonable opportunity for comment. Peru will promptly deliver to each of the Underwriters and to their counsel copies of all amendments or supplements to the Registration Statement hereafter made, which relate to the Global Bonds including any post-effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. So long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), Peru will also deliver to the Underwriters, as soon as practicable after the date of this Agreement and thereafter from time to time, as many copies of the Final Prospectus and Disclosure Package, if any, and any Issuer Free Writing Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act. (c) If there occurs any event as a result of which an Issuer Free Writing Prospectus would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements are made, not misleading, Peru will notify promptly the Underwriters so that any use of such Issuer Free Writing Prospectus may cease until it is amended or supplemented. (d) During such period (not exceeding nine months) after the commencement of the Offering as the Underwriters or any dealer may be required by law to deliver a prospectus, if, at any time when a prospectus relating to the Global Bonds is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), any event relating to or affecting Peru, or of which Peru shall be advised in writing by the Underwriters, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus or the Disclosure Package in order to make the statements set forth in the Final Prospectus or the Disclosure Package, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus or the Disclosure Package to comply with the Securities Act or the rules thereunder, Peru will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus and the Disclosure Package which will supplement or amend the Final Prospectus or the Disclosure Package so that as supplemented or amended the Final Prospectus or the Disclosure Package, as applicable, will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the Offering, Peru, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus or Disclosure Package, as applicable, or supplements or amendments to the Final Prospectus or the Disclosure Package, complying with Section 10(a) of the Securities Act. (e) Peru will use its reasonable best efforts to ensure that the application to admit the Global Bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on its Euro MTF Market is approved. (f) Peru will advise the Underwriters promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus, the Disclosure Package or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the Offering and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or the Disclosure Package or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof. (g) Peru will take such actions as the Underwriters may reasonably request to qualify the Global Bonds for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Underwriters may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that Peru shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Indenture or to file a general consent to service of process in any jurisdiction. (h) Peru agrees that, unless it obtains the prior written consent of the Underwriters, such consent not to be unreasonably withheld, it has not made and will not make any offer relating to the Global Bonds that would constitute an Issuer Free Writing Prospectus required to be filed by Peru with the Commission or retained by Peru under Rule 433 of the Securities Act. Any such Issuer Free Writing Prospectus consented to by the Underwriters, pursuant to this clause (h) and any free writing prospectus, as defined in Rule 405 under the Securities Act, consented to by Peru, pursuant to Section 3(d), is hereinafter referred to as a “Permitted Free Writing Prospectus”. Peru agrees that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (i) Peru will collaborate with the Underwriters to prepare a final term sheet relating to the Global Bonds, containing only information that describes the final terms of the Global Bonds and otherwise in a form consented to by the Underwriters, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Global Bonds. Any such final term sheet is a Permitted Free Writing Prospectus for purposes of this Agreement. (j) From the date hereof through the period ending 15 days after the Closing Date, Peru will ensure that no other euro-denominated debt securities of Peru (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Underwriters, have a detrimental effect on the successful offering and distribution of the Global Bonds, unless the Underwriters otherwise agree in writing.

Appears in 2 contracts

Samples: Underwriting Agreement (Peru Republic Of), Underwriting Agreement (Peru Republic Of)

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Xxxxxxxxx xx Xxxx. Xxxx agrees with each of the several Underwriters as follows: (a) Peru will notify the Underwriters promptly if at any time prior to payment of the Purchase Price to Peru and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Underwriters may reasonably require to remedy the fact. (b) Promptly after the execution and delivery of this Agreement, Peru will file the Prospectus Supplement, in a form approved by the Underwriters, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the Offering. Peru will furnish to the Underwriters prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Global Bonds) providing reasonable opportunity for comment. Peru will promptly deliver to each of the Underwriters and to their counsel copies of all amendments or supplements to the Registration Statement hereafter made, which relate to the Global Bonds including any post-post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. So long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), Peru will also deliver to the Underwriters, as soon as practicable after the date of this Agreement and thereafter from time to time, as many copies of the Final Prospectus and Disclosure Package, if any, and any Issuer Free Writing Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act. (c) If there occurs any event as a result of which an Issuer Free Writing Prospectus would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements are made, not misleading, Peru will notify promptly the Underwriters so that any use of such Issuer Free Writing Prospectus may cease until it is amended or supplemented. (d) During such period (not exceeding nine months) after the commencement of the Offering as the Underwriters or any dealer may be required by law to deliver a prospectus, if, at any time when a prospectus relating to the Global Bonds is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), any event relating to or affecting Peru, or of which Peru shall be advised in writing by the Underwriters, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus or the Disclosure Package in order to make the statements set forth in the Final Prospectus or the Disclosure Package, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus or the Disclosure Package to comply with the Securities Act or the rules thereunder, Peru will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus and the Disclosure Package which will supplement or amend the Final Prospectus or the Disclosure Package so that as supplemented or amended the Final Prospectus or the Disclosure Package, as applicable, will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the Offering, Peru, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus or Disclosure Package, as applicable, or supplements or amendments to the Final Prospectus or the Disclosure Package, complying with Section 10(a) of the Securities Act. (e) Peru will use its reasonable best efforts to ensure that the application to admit the Global Bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on its Euro MTF Market is approved. (f) Peru will advise the Underwriters promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus, the Disclosure Package or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the Offering and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or the Disclosure Package or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof. (g) Peru will take such actions as the Underwriters may reasonably request to qualify the Global Bonds for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Underwriters may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that Peru shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Indenture Fiscal Agency Agreement or to file a general consent to service of process in any jurisdiction. (h) Peru agrees that, unless it obtains the prior written consent of the Underwriters, such consent not to be unreasonably withheld, it has not made and will not make any offer relating to the Global Bonds that would constitute an Issuer Free Writing Prospectus required to be filed by Peru with the Commission or retained by Peru under Rule 433 of the Securities Act. Any such Issuer Free Writing Prospectus consented to by the Underwriters, pursuant to this clause (h) and any free writing prospectus, as defined in Rule 405 under the Securities Act, consented to by Peru, pursuant to Section 3(d), is hereinafter referred to as a “Permitted Free Writing Prospectus”. Peru agrees that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (i) Peru will collaborate with the Underwriters to prepare a final term sheet relating to the Global Bonds, containing only information that describes the final terms of the Global Bonds and otherwise in a form consented to by the Underwriters, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Global Bonds. Any such final term sheet is a Permitted Free Writing Prospectus for purposes of this Agreement. (ji) The payment by Peru of principal of or interest on the Global Bonds will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts (“Additional Amounts”) as may be necessary in order to ensure that the net amounts receivable by the holders of Global Bonds after such withholding or deduction shall equal the amount that would have been receivable in respect of the Global Bonds in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Bonds to or on behalf of a holder who is liable for taxes or duties in respect of such Bonds (a) by reason of such holder having some connection with Peru other than the mere holding of such Bonds or the receipt of principal of or interest on any Bonds, (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Bonds or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding, or (c) by reason of the failure of such holder to present such holder’s Bonds for payment within 30 days after the principal of or interest on any Bonds is first made available to payment to the holder; and (ii) no Additional Amounts shall be payable in respect of any Bonds to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Bonds, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Bonds. (k) From the date hereof through the period ending 15 days after the Closing Date, Peru will ensure that no other eurodollar-denominated debt securities of Peru (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Underwriters, have a detrimental effect on the successful offering and distribution of the Global Bonds, unless the Underwriters otherwise agree in writing.

Appears in 1 contract

Samples: Underwriting Agreement (Peru Republic Of)

Xxxxxxxxx xx Xxxx. Xxxx agrees with each of the several Underwriters as follows: (a) Peru will notify the Underwriters promptly if at any time prior to payment of the Purchase Price to Peru and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Underwriters may reasonably require to remedy the fact. (b) Promptly after the execution and delivery of this Agreement, Peru will file the Prospectus Supplement, in a form approved by the Underwriters, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the Offering. Peru will furnish to the Underwriters prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Global Bonds) providing reasonable opportunity for comment. Peru will promptly deliver to each of the Underwriters and to their counsel copies of all amendments or supplements to the Registration Statement hereafter made, which relate to the Global Bonds including any post-post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. So long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), Peru will also deliver to the Underwriters, as soon as practicable after the date of this Agreement and thereafter from time to time, as many copies of the Final Prospectus and Disclosure Package, if any, and any Issuer Free Writing Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act. (c) If there occurs any event as a result of which an Issuer Free Writing Prospectus would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements are made, not misleading, Peru will notify promptly the Underwriters so that any use of such Issuer Free Writing Prospectus may cease until it is amended or supplemented. (d) During such period (not exceeding nine months) after the commencement of the Offering as the Underwriters or any dealer may be required by law to deliver a prospectus, if, at any time when a prospectus relating to the Global Bonds is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), any event relating to or affecting Peru, or of which Peru shall be advised in writing by the Underwriters, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus or the Disclosure Package in order to make the statements set forth in the Final Prospectus or the Disclosure Package, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus or the Disclosure Package to comply with the Securities Act or the rules thereunder, Peru will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus and the Disclosure Package which will supplement or amend the Final Prospectus or the Disclosure Package so that as supplemented or amended the Final Prospectus or the Disclosure Package, as applicable, will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the Offering, Peru, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus or Disclosure Package, as applicable, or supplements or amendments to the Final Prospectus or the Disclosure Package, complying with Section 10(a) of the Securities Act. (e) Peru will use its reasonable best efforts to ensure that the application to admit the Global Bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on its Euro MTF Market is approved. (f) Peru will advise the Underwriters promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus, the Disclosure Package or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the Offering and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or the Disclosure Package or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof. (g) Peru will take such actions as the Underwriters may reasonably request to qualify the Global Bonds for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Underwriters may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that Peru shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Indenture Fiscal Agency Agreement or to file a general consent to service of process in any jurisdiction. (h) Peru agrees that, unless it obtains the prior written consent of the Underwriters, such consent not to be unreasonably withheld, it has not made and will not make any offer relating to the Global Bonds that would constitute an Issuer Free Writing Prospectus required to be filed by Peru with the Commission or retained by Peru under Rule 433 of the Securities Act. Any such Issuer Free Writing Prospectus consented to by the Underwriters, pursuant to this clause (h) and any free writing prospectus, as defined in Rule 405 under the Securities Act, consented to by Peru, pursuant to Section 3(d), is hereinafter referred to as a “Permitted Free Writing Prospectus”. Peru agrees that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (i) Peru will collaborate with the Underwriters to prepare a final term sheet relating to the Global Bonds, containing only information that describes the final terms of the Global Bonds and otherwise in a form consented to by the Underwriters, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Global Bonds. Any such final term sheet is a Permitted Free Writing Prospectus for purposes of this Agreement. (ji) The payment by Peru of principal of or interest on the Global Bonds will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts (“Additional Amounts”) as may be necessary in order to ensure that the net amounts receivable by the holders of Global Bonds after such withholding or deduction shall equal the amount that would have been receivable in respect of the Global Bonds in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security, (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding, or (c) by reason of the failure of such holder to present such holder’s Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder; and (ii) no Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security. (k) From the date hereof through the period ending 15 days after the Closing Date, Peru will ensure that no other eurodollar-denominated debt securities of Peru (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Underwriters, have a detrimental effect on the successful offering and distribution of the Global Bonds, unless the Underwriters otherwise agree in writing.

Appears in 1 contract

Samples: Underwriting Agreement (Peru Republic Of)

Xxxxxxxxx xx Xxxx. Xxxx agrees with each of the several Underwriters as follows: (a) Peru will notify the Underwriters promptly if at any time prior to payment of the Purchase Price to Peru and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Underwriters may reasonably require to remedy the fact. (b) Promptly after the execution and delivery of this Agreement, Peru will file the Prospectus Supplement, in a form approved by the Underwriters, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the Offering. Peru will furnish to the Underwriters prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Global Bonds) providing reasonable opportunity for comment. Peru will promptly deliver to each of the Underwriters and to their counsel copies of all amendments or supplements to the Registration Statement hereafter made, which relate to the Global Bonds including any post-post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. So long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), Peru will also deliver to the Underwriters, as soon as practicable after the date of this Agreement and thereafter from time to time, as many copies of the Final Prospectus and Disclosure Package, if any, and any Issuer Free Writing Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act. (c) If there occurs any event as a result of which an Issuer Free Writing Prospectus would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements are made, not misleading, Peru will notify promptly the Underwriters so that any use of such Issuer Free Writing Prospectus may cease until it is amended or supplemented. (d) During such period (not exceeding nine months) after the commencement of the Offering as the Underwriters or any dealer may be required by law to deliver a prospectus, if, at any time when a prospectus relating to the Global Bonds is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), any event relating to or affecting Peru, or of which Peru shall be advised in writing by the Underwriters, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus or the Disclosure Package in order to make the statements set forth in the Final Prospectus or the Disclosure Package, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus or the Disclosure Package to comply with the Securities Act or the rules thereunder, Peru will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus and the Disclosure Package which will supplement or amend the Final Prospectus or the Disclosure Package so that as supplemented or amended the Final Prospectus or the Disclosure Package, as applicable, will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the Offering, Peru, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus or Disclosure Package, as applicable, or supplements or amendments to the Final Prospectus or the Disclosure Package, complying with Section 10(a) of the Securities Act. (e) Peru will use its reasonable best efforts to ensure that the application to admit the Global Bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on its Euro MTF Market is approved. (f) Peru will advise the Underwriters promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus, the Disclosure Package or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the Offering and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or the Disclosure Package or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof. (g) Peru will take such actions as the Underwriters may reasonably request to qualify the Global Bonds for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Underwriters may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that Peru shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Indenture Fiscal Agency Agreement or to file a general consent to service of process in any jurisdiction. (h) Peru agrees that, unless it obtains the prior written consent of the Underwriters, such consent not to be unreasonably withheld, it has not made and will not make any offer relating to the Global Bonds that would constitute an Issuer Free Writing Prospectus required to be filed by Peru with the Commission or retained by Peru under Rule 433 of the Securities Act. Any such Issuer Free Writing Prospectus consented to by the Underwriters, pursuant to this clause (h) and any free writing prospectus, as defined in Rule 405 under the Securities Act, consented to by Peru, pursuant to Section 3(d), is hereinafter referred to as a “Permitted Free Writing Prospectus”. Peru agrees that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (i) Peru will collaborate with the Underwriters to prepare a final term sheet relating to the Global Bonds, containing only information that describes the final terms of the Global Bonds and otherwise in a form consented to by the Underwriters, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Global Bonds. Any such final term sheet is a Permitted Free Writing Prospectus for purposes of this Agreement. (j) (i) The payment by Peru of principal of or interest on the Global Bonds will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts (“Additional Amounts”) as may be necessary in order to ensure that the net amounts receivable by the holders of Global Bonds after such withholding or deduction shall equal the amount that would have been receivable in respect of the Global Bonds in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Bonds to or on behalf of a holder who is liable for taxes or duties in respect of such Bonds (a) by reason of such holder having some connection with Peru other than the mere holding of such Bonds or the receipt of principal of or interest on any Bonds, (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Bonds or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding, or (c) by reason of the failure of such holder to present such holder’s Bonds for payment within 30 days after the principal of or interest on any Bonds is first made available to payment to the holder; and (ii) no Additional Amounts shall be payable in respect of any Bonds to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Bonds, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Bonds. (k) From the date hereof through the period ending 15 days after the Closing Date, Peru will ensure that no other eurodollar-denominated debt securities of Peru (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Underwriters, have a detrimental effect on the successful offering and distribution of the Global Bonds, unless the Underwriters otherwise agree in writing.

Appears in 1 contract

Samples: Underwriting Agreement (Peru Republic Of)

Xxxxxxxxx xx Xxxx. Xxxx agrees with each of the several Underwriters as follows: (a) Peru will notify the Underwriters Representative promptly if at any time prior to payment of the Purchase Price to Peru and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Underwriters Representative may reasonably require to remedy the fact. (b) Promptly after the execution and delivery of this Agreement, Peru will file the Prospectus Supplement, in a form approved by the UnderwritersRepresentative, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the Offering. Peru will furnish to the Underwriters Representative prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Global Bonds) providing reasonable opportunity for comment. Peru will promptly deliver to each of the Underwriters and to their counsel copies of all amendments or supplements to the Registration Statement hereafter made, which relate to the Global Bonds including any post-post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. So long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), Peru will also deliver send to the Underwriters, Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time, time as many copies of the Final Prospectus and Disclosure Package, if any, and any Issuer Free Writing Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act. (c) If there occurs any event as a result of which an Issuer Free Writing Prospectus would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements are made, not misleading, Peru will notify promptly the Underwriters so that any use of such Issuer Free Writing Prospectus may cease until it is amended or supplemented. (d) During such period (not exceeding nine months) after the commencement of the Offering as the Underwriters or any dealer may be required by law to deliver a prospectus, if, at any time when a prospectus relating to the Global Bonds is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), if any event relating to or affecting Peru, or of which Peru Peru, shall be advised in writing by the UnderwritersRepresentative, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus or the Disclosure Package in order to make the statements set forth in the Final Prospectus or the Disclosure PackageProspectus, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus or the Disclosure Package to comply with the Securities Act or the rules thereunderAct, Peru will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus and the Disclosure Package which will supplement or amend the Final Prospectus or the Disclosure Package so that as supplemented or amended the Final Prospectus or the Disclosure Package, as applicable, it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the Offering, Peru, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus or Disclosure Package, as applicableProspectus, or supplements or amendments to the Final Prospectus or the Disclosure PackageProspectus, complying with Section 10(a) of the Securities Act. (ed) Peru will use its reasonable best efforts to ensure that the application to admit list the Global Bonds for listing on the Official List of the Luxembourg Luxemburg Stock Exchange and for trading on its Euro MTF Market is approved. (fe) Peru will advise the Underwriters Representative promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus, the Disclosure Package Prospectus or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the Offering and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or the Disclosure Package or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof. (gf) Peru will take such actions as the Underwriters Representative may reasonably request to qualify the Global Bonds for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Underwriters Representative may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that Peru shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Indenture Fiscal Agency Agreement or to file a general consent to service of process in any jurisdiction. (hi) The payment by Peru agrees that, unless it obtains the prior written consent of the Underwriters, such consent not to be unreasonably withheld, it has not made and will not make any offer relating to principal of or interest on the Global Bonds that would constitute an Issuer Free Writing Prospectus required to will be filed by Peru with the Commission made without withholding or retained by Peru under Rule 433 deduction for or on account of the Securities Act. Any such Issuer Free Writing Prospectus consented to by the Underwritersany present or future taxes, pursuant to this clause (h) and any free writing prospectusduties, as defined in Rule 405 under the Securities Act, consented to assessments or governmental charges of whatever nature imposed or levied by Peru, pursuant any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to Section 3(d)make any such withholding or deduction, is hereinafter referred it will pay such additional amounts (“Additional Amounts”) as may be necessary in order to as a “Permitted Free Writing Prospectus”. Peru agrees ensure that it has complied and will comply, as the case may be, with net amounts receivable by the requirements holders of Rules 164 and 433 of Global Bonds after such withholding or deduction shall equal the Securities Act applicable to any Permitted Free Writing Prospectus, including amount that would have been receivable in respect of timely filing with the Commission, legending and record keeping. (i) Peru will collaborate with the Underwriters to prepare a final term sheet relating to the Global Bonds, containing only information that describes the final terms of the Global Bonds and otherwise in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a form consented holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security; (b) by reason of the failure to by comply with any reasonable certification, identification or other reporting requirement concerning the Underwritersnationality, and will file such final term sheet within residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the period holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Rule 433(d)(5)(iiPeru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (c) following the date such final terms have been established for all classes by reason of the offering failure of such holder to present such holder’s Security for payment within 30 days after the Global Bonds. Any such final term sheet principal of or interest on any Security is a Permitted Free Writing Prospectus for purposes of this Agreementfirst made available to payment to the holder. (jii) No Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security. (h) From the date hereof through the period ending 15 30 days after the Closing Date, Peru will ensure that no other euro-denominated debt securities of Peru (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the UnderwritersRepresentative, have a detrimental effect on the successful offering and distribution of the Global Bonds, unless the Underwriters Representative otherwise agree agrees in writing.

Appears in 1 contract

Samples: Underwriting Agreement (Peru Republic Of)

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Xxxxxxxxx xx Xxxx. Xxxx agrees with each of the several Underwriters as follows: (a) Peru will notify the Underwriters promptly if at any time prior to payment of the Purchase Price to Peru and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Underwriters may reasonably require to remedy the fact. (b) Promptly after the execution and delivery of this Agreement, Peru will file the Prospectus Supplement, in a form approved by the Underwriters, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the Offering. Peru will furnish to the Underwriters prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Global Bonds) providing reasonable opportunity for comment. Peru will promptly deliver to each of the Underwriters and to their counsel copies of all amendments or supplements to the Registration Statement hereafter made, which relate to the Global Bonds including any post-effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. So long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), Peru will also deliver to the Underwriters, as soon as practicable after the date of this Agreement and thereafter from time to time, as many copies of the Final Prospectus and Disclosure Package, if any, and any Issuer Free Writing Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act. (c) If there occurs any event as a result of which an Issuer Free Writing Prospectus would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements are made, not misleading, Peru will notify promptly the Underwriters so that any use of such Issuer Free Writing Prospectus may cease until it is amended or supplemented. (d) During such period (not exceeding nine months) after the commencement of the Offering as the Underwriters or any dealer may be required by law to deliver a prospectus, if, at any time when a prospectus relating to the Global Bonds is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), any event relating to or affecting Peru, or of which Peru shall be advised in writing by the Underwriters, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus or the Disclosure Package in order to make the statements set forth in the Final Prospectus or the Disclosure Package, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus or the Disclosure Package to comply with the Securities Act or the rules thereunder, Peru will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus and the Disclosure Package which will supplement or amend the Final Prospectus or the Disclosure Package so that as supplemented or amended the Final Prospectus or the Disclosure Package, as applicable, will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the Offering, Peru, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus or Disclosure Package, as applicable, or supplements or amendments to the Final Prospectus or the Disclosure Package, complying with Section 10(a) of the Securities Act. (e) Peru will use its reasonable best efforts to ensure that the application to admit the Global Bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on its Euro MTF Market is approved. (f) Peru will advise the Underwriters promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus, the Disclosure Package or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the Offering and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or the Disclosure Package or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof. (g) Peru will take such actions as the Underwriters may reasonably request to qualify the Global Bonds for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Underwriters may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that Peru shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Indenture or to file a general consent to service of process in any jurisdiction. (h) Peru agrees that, unless it obtains the prior written consent of the Underwriters, such consent not to be unreasonably withheld, it has not made and will not make any offer relating to the Global Bonds that would constitute an Issuer Free Writing Prospectus required to be filed by Peru with the Commission or retained by Peru under Rule 433 of the Securities Act. Any such Issuer Free Writing Prospectus consented to by the Underwriters, pursuant to this clause (h) and any free writing prospectus, as defined in Rule 405 under the Securities Act, consented to by Peru, pursuant to Section 3(d), is hereinafter referred to as a “Permitted Free Writing Prospectus”. Peru agrees that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (i) Peru will collaborate with the Underwriters to prepare a final term sheet relating to the Global Bonds, containing only information that describes the final terms of the Global Bonds and otherwise in a form consented to by the Underwriters, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Global Bonds. Any such final term sheet is a Permitted Free Writing Prospectus for purposes of this Agreement. (j) From the date hereof through the period ending 15 days after the Closing Date, Peru will ensure that no other eurodollar-denominated debt securities of Peru (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Underwriters, have a detrimental effect on the successful offering and distribution of the Global Bonds, unless the Underwriters otherwise agree in writing.

Appears in 1 contract

Samples: Underwriting Agreement (Peru Republic Of)

Xxxxxxxxx xx Xxxx. Xxxx agrees with each of the several Underwriters as follows: (a) Peru will notify the Underwriters promptly if at any time prior to payment of the Purchase Price to Peru and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Underwriters may reasonably require to remedy the fact. (b) Promptly after the execution and delivery of this Agreement, Peru will file the Prospectus Supplement, in a form approved by the Underwriters, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the Offering. Peru will furnish to the Underwriters prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Global Bonds) providing reasonable opportunity for comment. Peru will promptly deliver to each of the Underwriters and to their counsel copies of all amendments or supplements to the Registration Statement hereafter made, which relate to the Global Bonds including any post-effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. So long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), Peru will also deliver to the Underwriters, as soon as practicable after the date of this Agreement and thereafter from time to time, as many copies of the Final Prospectus and Disclosure Package, if any, and any Issuer Free Writing Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act. (c) If there occurs any event as a result of which an Issuer Free Writing Prospectus would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements are made, not misleading, Peru will notify promptly the Underwriters so that any use of such Issuer Free Writing Prospectus may cease until it is amended or supplemented. (d) During such period (not exceeding nine months) after the commencement of the Offering as the Underwriters or any dealer may be required by law to deliver a prospectus, if, at any time when a prospectus relating to the Global Bonds is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), any event relating to or affecting Peru, or of which Peru shall be advised in writing by the Underwriters, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus or the Disclosure Package in order to make the statements set forth in the Final Prospectus or the Disclosure Package, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus or the Disclosure Package to comply with the Securities Act or the rules thereunder, Peru will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus and the Disclosure Package which will supplement or amend the Final Prospectus or the Disclosure Package so that as supplemented or amended the Final Prospectus or the Disclosure Package, as applicable, will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the Offering, Peru, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus or Disclosure Package, as applicable, or supplements or amendments to the Final Prospectus or the Disclosure Package, complying with Section 10(a) of the Securities Act. (e) Peru will use its reasonable best efforts to ensure that the application to admit the Global Bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on its Euro MTF Market is approved. (f) Peru will advise the Underwriters promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus, the Disclosure Package or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the Offering and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or the Disclosure Package or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof. (g) Peru will take such actions as the Underwriters may reasonably request to qualify the Global Bonds for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Underwriters may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or outside the United States and to maintain such qualifications; provided, however, that Peru shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Indenture or to file a general consent to service of process in any jurisdiction. (h) Peru agrees that, unless it obtains the prior written consent of the Underwriters, such consent not to be unreasonably withheld, it has not made and will not make any offer relating to the Global Bonds that would constitute an Issuer Free Writing Prospectus required to be filed by Peru with the Commission or retained by Peru under Rule 433 of the Securities Act. Any such Issuer Free Writing Prospectus consented to by the Underwriters, pursuant to this clause (h) and any free writing prospectus, as defined in Rule 405 under the Securities Act, consented to by Peru, pursuant to Section 3(d), is hereinafter referred to as a “Permitted Free Writing Prospectus”. Peru agrees that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (i) Peru will collaborate with the Underwriters to prepare a final term sheet relating to the Global Bonds, containing only information that describes the final terms of the Global Bonds and otherwise in a form consented to by the Underwriters, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Global Bonds. Any such final term sheet is a Permitted Free Writing Prospectus for purposes of this Agreement. (j) The payment by Peru of principal of or interest on the Global Bonds will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru, except as required by law. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts (“Additional Amounts”) as may be necessary in order to ensure that the net amounts receivable by the holders of Global Bonds after such withholding or deduction shall equal the amount that would have been receivable in respect of the Global Bonds in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable with respect to any Global Bonds to or on behalf of a holder who is liable for taxes, duties, assessments or governmental charges in respect of such Global Bonds (a) by reason of such holder having some connection with Peru other than the mere holding of such Global Bonds or the receipt of principal of or interest on any Global Bonds, (b) by reason of the failure of the holder to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Global Bond or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding, or (c) by reason of the failure of such holder to present such holder’s Global Bonds for payment within 30 days after the principal of or interest on any Global Bonds is first made available to the holder, except to the extent that such holder would have been entitled to such Additional Amounts on presenting such Global Bonds for payment on the last day of such period of 30 days. (k) From the date hereof through the period ending 15 days after the Closing Date, Peru will ensure that no other eurodollar-denominated debt securities of Peru (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Underwriters, have a detrimental effect on the successful offering and distribution of the Global Bonds, unless the Underwriters otherwise agree in writing.

Appears in 1 contract

Samples: Underwriting Agreement (Peru Republic Of)

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