FSMA Clause Samples

FSMA. Notwithstanding anything in this Trust Deed or any other Transaction Document to the contrary, the Trustee shall not do, or be authorised or required to do, anything which might constitute a regulated activity for the purposes of the FSMA unless it is authorised under FSMA to do so. The Trustee shall have discretion at any time: (i) to delegate any of the functions which fall to be performed by an authorised person under FSMA to any other agent or person which also has the necessary authorisations and licenses; and (ii) to apply for authorisation under FSMA and perform any or all such functions itself if, in its absolute discretion, it considers it necessary, desirable or appropriate to do so. Nothing in this Trust Deed shall require the Trustee to assume an obligation of the Issuer arising under any

FSMA. Each of the Underwriters, severally and not jointly, represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated in the United Kingdom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the U.K. Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantor.

FSMA. 11.17.1 Notwithstanding anything in this Trust Deed, the Agency Agreement, the Notes or any other related document to the contrary, the Trustee shall not do, or be authorised or required to do, anything which might constitute a regulated activity for the purpose of FSMA, unless it is authorised under FSMA to do so. The Trustee shall have the discretion at any time: (i) to delegate any of the functions which fall to be performed by an authorised person under FSMA to any other agent or person which also has the necessary authorisations and licences; and (ii) to apply for authorisation under FSMA and perform any or all such functions itself if, in its absolute discretion, it considers it necessary, desirable or appropriate to do so.

FSMA. 14.1 References to "you" in this clause 14 shall mean the Company and "you" and "your" shall be construed accordingly. 14.2 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ confirms that it is authorised and regulated by the FCA. The services shall be provided by Beaumont Cornish under this Agreement on the basis that the Company is classified as a "Professional Client" as defined by the FCA Handbook (COBS 3.5). For such purposes, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has assessed the Company and its Directors (inclusive of other persons authorised by the Company to carry out transactions on its behalf) (together, "Authorised Persons") expertise, experience and knowledge and that accordingly, the Company and its Directors are capable of making their own investment decisions and understanding the risks involved. 14.3 For the purposes of this Agreement, Beaumont Cornish have classified the Company as a Professional Client and reserves the right, should the circumstances so merit, to reclassify the Company as a per se Professional Client or as an Eligible Counterparty. The Company acknowledges such classification as an elective Professional Client, and accordingly Beaumont Cornish shall not have presumed that the Company possesses market knowledge and experience comparable to a per se Professional Client. 14.4 Beaumont Cornish hereby confirms its obligations to comply with the FSMA and the COBS and other rules of the FCA in providing services to the Company under this Agreement. The provisions under this clause 14 shall not apply to the Company if it is an adviser under FSMA. Beaumont Cornish must, under FSMA, bring the Company's attention to the following matters in relation to investment business: 14.4.1 under COBS, investment business carried on for Professional Clients is regulated differently in certain material respects from investment business generally; 14.4.2 Beaumont Cornish may carry out investment business services for the Company arising out of corporate finance activities; and 14.4.3 Beaumont Cornish is satisfied that the Company is a Professional Client and it does do not consider it necessary to give the Company all the protection given to Retail Clients. This is explained more fully below. 14.5 In the event that the Company and the Directors become aware of anything which could affect this categorisation then you are responsible for informing ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ immediately. Because of this categorisation you will lose the protection given to Retail Clients under FSMA and COBS. Protection i...

FSMA. The objective of the consultative audit conducted by PJRFSI using the applicable FSMA checklist is to assist businesses identify any gaps in their systems against the applicable requirements of the Food Safety Modernization Act (FSMA). PJRFSI consultative audits are conducted by trained auditors. While PJRFSI and its auditors strive to provide accurate and detailed information that businesses can use to evaluate their current level of compliance with FSMA readiness, neither PJRFSI nor its assessors make any claims, promises, or guarantees about its gap analysis, and expressly disclaim any liability or responsibility for any losses or damages relating to errors or omissions that may arise subsequent to PJRFSI’s submission of its readiness assessment or from the use of the information contained in the report. Moreover, the information provided by PJRFSI and its assessors is not a substitute for your own due diligence concerning regulatory compliance and should not be used in place of legal advice.

FSMA. In order to properly service a Client, an agency retains a sales and marketing staff and organizational infrastructure dedicated to meet Client’s needs on a long term basis. These involve significant capital commitments in personnel and infrastructure. Because of these long term commitments, it is important that the parties have a legally binding contract and engage in an annual evaluation of the contract terms and performance thereunder to assure all responsibilities and objectives are being upheld. These periodic reviews are important to avoid misunderstandings and to reinforce commitments.

FSMA. None of the Parent Guarantor or its subsidiaries or any director, officer, agent, employee or Affiliate of the Parent Guarantor or any of its subsidiaries has distributed or, prior to the later to occur of (i) the Closing Date and (ii) the completion of the distribution of the Notes, will distribute any material referring to the offering and sale of the Notes other than the Preliminary Prospectus or Prospectus or other materials, if any, permitted by the Securities Act and the U.K. Financial Services and Markets Act 2000 (the “FSMA”) (or regulations or legislation promulgated pursuant to the Act or the FSMA) or required to be distributed by the NYSE. Any certificate signed by an officer of the Company or any Guarantor and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company or such Guarantor to each Underwriter as to the matters set forth therein.

FSMA. Awards granted to Participants in the UK, are granted to Participants who are employees or directors of the Company or an “Affiliate” that is a member of the Company’s Group as determined in accordance with Article 60 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended).