Republic of Italy Clause Samples
The "Republic of Italy" clause designates the Republic of Italy as a relevant jurisdiction for the purposes of the agreement. This typically means that Italian law may govern the contract, or that certain obligations, rights, or procedures are to be interpreted in accordance with Italian legal standards. For example, it may specify that disputes are to be resolved in Italian courts or that regulatory compliance is measured by Italian law. The core function of this clause is to provide legal certainty by clearly identifying the applicable jurisdiction, thereby reducing ambiguity and potential conflicts over which country's laws apply.
Republic of Italy. The offering of the Designated Securities has not been registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian securities legislation and, accordingly, no Designated Securities may be offered, sold or delivered, nor may copies of the prospectus supplement or of any other document relating to the Designated Securities be distributed in the Republic of Italy, except:
Republic of Italy. Each Underwriter acknowledges that the Series 1 Class A Ninth Issuer Notes may not be placed, offered or distributed to Italian investors at any time. Each Underwriter represents and agrees that the offering of the Ninth Issuer Notes has not been cleared by CONSOB (the Italian Securities Exchange Commission) pursuant to Italian securities legislation and, accordingly, no Ninth Issuer Notes may be offered, sold or delivered, nor may copies of the Offering Circular or of any other document relating to the Ninth Issuer Notes be distributed in the Republic of Italy, except:
(i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1st July, 1998, as amended; or
(ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February, 1998 (the FINANCIAL SERVICES ACT) and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May 1999, as amended. In addition, each Underwriter represents and agrees that any offer, sale or delivery of the Ninth Issuer Notes or distribution of copies of the Offering Circular or any other document relating to the Ninth Issuer Notes in the Republic of Italy under (i) or (ii) above must be:
(A) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree N▇. ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ (▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇);
(B) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time pursuant to which the issue or the offer of securities in the Republic of Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristics; and
(C) in accordance with any other applicable laws and regulations.
Republic of Italy. Each Underwriter represents and agrees that any offer, sale or delivery of any Securities in Italy or distribution of copies of the Preliminary Final Prospectus, the Final Prospectus, the Issuer Free Writing Prospectus or any other document relating to the Securities in Italy will be carried out in accordance with all Italian securities, tax, exchange control and any other applicable laws and regulations, including the restrictions contained under “Notice to Prospective Investors in the European Economic Area” in the Preliminary Final Prospectus and the Final Prospectus. Any offer, sale or delivery of any Securities or distribution of copies of the Preliminary Final Prospectus, the Final Prospectus, the Issuer Free Writing Prospectus or any other document relating to the Securities in Italy must: (a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, Commissione Nazionale per le Società e la Borsa (“CONSOB”) Regulation No. 20307 of February 15, 2018 (as amended from time to time) and Legislative Decree No. 385 of September 1, 1993, as amended (the “Banking Act”); and (b) comply with all Italian securities, tax, exchange control and any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable), pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time and/or any other competent authority.
Republic of Italy. Each of the Underwriters, on behalf of itself and each of its affiliates that participate in the initial distribution of the Designated Securities, severally represents and agrees that the offering of the Designated Securities has not been registered pursuant to Italian securities legislation and, accordingly, each of the Underwriters severally represents and agrees that no Designated Securities have been offered, sold or delivered, and will not be offered, sold or delivered by it nor may copies of the Prospectus Supplement, the Prospectus, or any other document relating to the Designated Securities be distributed in the Republic of Italy (“Italy”) except:
Republic of Italy. Each Underwriter represents and agrees, that any offer, sale or delivery of the Securities or distribution of copies of the Prospectus Supplement or any other document relating to the Securities will be carried out in accordance with all Italian securities, tax, exchange control and any other applicable laws and regulations, including the restrictions contained under “Notice to Prospective Investors in the European Economic Area”. Any offer, sale or delivery of the Securities or distribution of copies of the Prospectus Supplement, the Basic Prospectus or any other document relating to the Securities in Italy must: (a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, Commissione Nazionale per le Società e la Borsa (“CONSOB”) Regulation No. 20307 of February 15, 2018 (as amended from time to time) and Legislative Decree No. 385 of September 1, 1993, as amended (the “Banking Act”); and (b) comply with all Italian securities, tax, exchange control and other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable), pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time and/or any other Italian authority.
Republic of Italy. Each Manager agrees that it will not make an offer of the Securities to the public in the Republic of Italy (“Italy”) other than:
(a) to professional investors (investitori qualificati), as defined pursuant to Article 100, paragraph 1(a), of Legislative Decree No 58, 24 February 1998 (the “Financial Services Act”) as amended and restated from time to time; or
(b) in any other circumstances provided under Article 100 paragraph 1 of the Financial Services Act and under Article 33, paragraph 1, of CONSOB Regulation No. 11971 of 14 May 1999, as amended, where exemptions from the requirement to publish a prospectus pursuant to Article 94 of the Financial Services Act are provided. Moreover, and subject to the foregoing, each the Manager acknowledges that any offer, sale or delivery of the Securities or distribution of copies of the Offering Circular or any other document relating to the Securities in Italy under (a) or (b) above must be:
(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Financial Services Act, Legislative Decree No. 385 of 1 September 1993 (the “Banking Act”), CONSOB Regulation No. 11522, 1 July 1998, all as amended; and
(ii) in compliance with the so-called subsequent notification to the Bank of Italy, pursuant to Article 129 of the Banking Act, as applicable;
(iii) in compliance with Article 100-bis of the Financial Services Act (if applicable); and
(iv) in compliance with any other applicable laws and regulations including any relevant limitations which may be imposed by CONSOB.
Republic of Italy. Each Dealer represents and agrees that the offering of the Covered Bonds has not been registered with Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian securities legislation and, accordingly, no Covered Bonds may be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Covered Bonds be distributed in the Republic of Italy, except:
Republic of Italy. As of the date of this Prospectus, the Issuer is not licensed to “collect deposits and other funds with the obligation to reimburse” in Italy in accordance with the provisions of Legislative Decree No. 385 of 1 September 1993, as amended, and therefore, each Dealer has represented and agreed that no Covered Bonds may be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Covered Bonds be distributed in the Republic of Italy until such license has been obtained. Once the licence has been obtained the following restrictions will be applicable. The offering of the Covered Bonds has not been registered pursuant to Italian securities legislation and, accordingly, the Covered Bonds may not be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Covered Bonds be distributed in the Republic of Italy, except:
Republic of Italy. Each Underwriter represents and agrees that the offering of the U.S. Issue 2007-2 Notes has not been registered pursuant to Italian securities legislation and, accordingly, no U.S. Issue 2007-2 Notes may be offered, sold or delivered, nor may copies of the Final Prospectus or of any other document relating to the U.S. Issue 2007-2 Notes be distributed in the Republic of Italy, except:
(i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of the Italian Securities Exchange Commission (CONSOB) Regulation No. 11522 of 1st July, 1998, as amended; or
(ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24th February, 1998 (the Financial Services Act) and Article 33, first paragraph of CONSOB Regulation No. 11971 of 14th May 1999, as amended. Back to Contents In addition, each Underwriter represents and agrees that any offer, sale or delivery of the U.S. Issue 2007-2 Notes or distribution of copies of the Final Prospectus or any other document relating to the U.S. Issue 2007-2 Notes in the Republic of Italy under (i) or (ii) above must be:
(A) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act and Legislative Decree ▇▇. ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ (▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇);
(B) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and
(C) in compliance with any other applicable laws and regulations or requirements imposed by CONSOB.
Republic of Italy. The Issuer is not licensed to “collect deposits and other funds with the obligation to reimburse” in the Republic of Italy and therefore, the Issuer and each Dealer represents and agrees that it has not offered, sold or delivered Covered Bonds, nor has it distributed copies of the Prospectus or any other documents relating to the Covered Bonds in the Republic of Italy and that no Covered Bonds may be offered, sold or delivered, nor any copies of the Prospectus or any other document relating to the Covered Bonds be distributed in the Republic of Italy, unless such license has been obtained. Upon the issuance of the license to “collect deposits and other funds with the obligation to reimburse” in the Republic of Italy, the following selling restrictions shall apply: Each Dealer represents and agrees that the offering of the Covered Bonds has not been registered with CONSOB - Commissione Nazionale per le Società e la Borsa (the Italian Companies and Exchange Commission) pursuant to Italian securities legislation and, accordingly, the Covered Bonds may not be offered, sold or delivered, nor may copies of the Prospectus or of any other document relating to the Covered Bonds be distributed in the Republic of Italy, except: