Warranties and Covenants of the Underwriters. Each of the Underwriters (on its own behalf and on behalf of its U.S. Affiliate) acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or applicable state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter (on its own behalf and on behalf of its U.S. Affiliate) severally and not jointly represents, warrants, covenants and agrees to and with the Company that:
Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Units have not been and will not be registered under the U.S. Securities Act and may be offered and sold within the United States or to, or for the account or benefit of U.S. Persons, only in accordance with Regulation S or pursuant to transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and state securities laws. Accordingly, each Underwriter represents, warrants and covenants to the Company that:
Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act. Accordingly, neither the Underwriter nor any of its affiliates, nor any person acting on their behalf, has made or will make any Directed Selling Efforts in the United States with respect to the Offered Securities or the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon conversion or redemption of the Offered Debentures. Each Underwriter represents and agrees to and with the Trust that:
Warranties and Covenants of the Underwriters. Each Underwriter acknowledges that the Securities have not been and will not be registered under the 1933 Act or any state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. Each Underwriter represents, warrants, covenants and agrees to and with the Corporation that:
Warranties and Covenants of the Underwriters. The Underwriters (on its own behalf and on behalf of its U.S. Affiliate) acknowledges that the Offered Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or other applicable U.S. Securities Laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and other applicable U.S. Securities Laws. Accordingly, the Underwriters (on its own behalf and on behalf of its U.S. Affiliate) severally and not jointly represents, warrants, covenants and agrees to and with the Company that:
Warranties and Covenants of the Underwriters. (a) The Underwriters hereby jointly and severally warrant to, and covenant and agree with the Company that: (i) you will ensure that each of the Underwriters will offer the Shares in conformity with the terms of this Agreement and the terms contained in the Prospectus and the Japanese Prospectus; (ii) any and all licenses, approvals, validations and consents necessary under applicable laws and regulations of Japan for the Underwriters to enter into this Agreement have been obtained, and such licenses, approvals, validation and consents to remain effective on the date hereof; and (iii) each of the Underwriters will do all necessary acts required for such licenses, approvals, validations and consents to remain effective on the Payment Date.
