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 Dealer represents and agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that the offering of the Covered Bonds has not been registered 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. 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 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. Unless it is specified within the relevant Final Terms that a non-exempt offer may be made in Italy, the offering of the Covered Bonds has not been registered 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 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 Prospectus or of any other document relating to the Ninth Issuer Notes be distributed in the Republic of Italy, except:
Republic of Italy. Each Underwriter represents and agrees that the offering of the U.S. Issue 2007-1 Notes has not been registered pursuant to Italian securities legislation and, accordingly, no U.S. Issue 2007-1 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 2007-1 Notes be distributed in the Republic of Italy, except:
Republic of Italy. (a) The offering of the Notes in the Republic of Italy has not been authorised by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation and, accordingly, each of the Banks has represented and agreed that it has not offered or sold, and will not offer, sell or deliver any Notes or distribute copies of the Offering Circular or of any other offering material relating to the Notes in the Republic of Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998, as amended ("Decree No. 58"), other than:
Republic of Italy. The offering of the Bonds has not been registered pursuant to Italian securities legislation and, accordingly, no Bonds may be offered, sold or delivered, nor may copies of this Offering Circular or of any other document relating to any Bonds be distributed in the Republic of Italy, except: (i) to qualified investors (investitori qualificati), as defined pursuant to Article 2 of Regulation (EU) No. 1129 of 14 June 2017 (the “PD Regulation”) and any applicable provision of Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act”) and Italian Commissione Nazionale per le Società e la Borsa (“CONSOB”) regulations; or (ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 1 of the PD Regulation, Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time, and applicable Italian laws. Any offer, sale or delivery of the Bonds or distribution of copies of this Offering Circular or any other document relating to the Bonds in the Republic of Italy under (i) or (ii) above 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, 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 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 Italian authority.
