Common use of Japan Clause in Contracts

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes notes have not been and will not be registered under the Securities Financial Instruments and Exchange Law of Japan (the Securities Financial Instruments and Exchange Law) and each Dealer agrees underwriter has agreed that it will not offer or sell any Notesnotes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the "Securities and Exchange Law") and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, with the Securities and Exchange Law and any other applicable laws, laws or regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the “Securities and Exchange Law”) and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (and, accordingly, each of the Securities and Exchange Law) and each Dealer agrees Dealers undertakes that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, of any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise any Japanese Person expect under circumstances which will result in compliance with, the Securities and Exchange Law and any other with all applicable laws, regulations and ministerial guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For the purposes of Japan.this paragraph, “

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law"SECURITIES AND EXCHANGE LAW") and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and each Dealer agrees has agreed that it will not offer or sell any Notes, directly or indirectly, in Japan or to, to or for the benefit of, of any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), ) or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities Financial Instruments and Exchange Law of Japan (the Securities “Financial Instruments and Exchange Law”) and each Dealer agrees Underwriter has agreed that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised organized under the laws of Japan), or to others for re-offering reoffering or resale, directly or indirectly, in Japan or to a resident of Japan Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes securities have not been and will not be registered under the Securities Financial Instruments and Exchange Law of Japan (the Securities Financial Instruments and Exchange Law) and each Dealer agrees underwriter has agreed that it will not offer or sell any Notessecurities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the “Securities and Exchange Law”) and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, laws or regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the “Securities and Exchange Law”) and each Dealer agrees has agreed and each further Dealer appointed under the Programme will be required to agree that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering reoffering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise which will result in compliance with, with the Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the "Securities and Exchange Law") and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, laws or regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law"SECURITIES AND EXCHANGE LAW") and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, with the Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities Japan. Each Agent represents and Exchange Law) and each Dealer agrees that it has not offered or sold, and it will not offer or sell sell, directly or indirectly, any NotesNotes in Japan or to, or for the account or benefit of, any resident of Japan or to, or for the account or benefit of, any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except i) pursuant to an exemption from the registration requirements of, and or otherwise in compliance with, the Securities and Exchange Law of Japan and any (ii) in compliance with the other applicable laws, relevant laws and regulations and ministerial guidelines of Japan▇▇▇▇▇.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the ‘‘Securities and Exchange Law’’) and each Dealer agrees has agreed and each further Dealer appointed under the Programme will be required to agree that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.

Japan. The Each Dealer has acknowledged that the Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the “Securities and Exchange Law”) and and, accordingly, each Dealer agrees has undertaken that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), Japanese Person or to others for re-re- offering or resale, directly or indirectly, in Japan or to a resident of Japan any Japanese Person, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.. For these purposes “

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the “Securities and Exchange Law”) and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of JapanJ▇▇▇▇.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the "Securities and Exchange Law") and each Dealer severally agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, or regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange LawSECURITIES AND EXCHANGE LAW) and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, with the Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the "Securities and Exchange Law") and each Dealer agrees that it has not, directly or indirectly, offered or sold and will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, to any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, with the Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.

Japan. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the "Securities and Exchange Law") and each Dealer agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-re- offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, laws and regulations and ministerial guidelines of Japan.