Agents General Provisions. (i) The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not (i) joint or (ii) joint and several. (ii) In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification from the Issuers or other party entitled to give the Agents instructions under this Indenture by written request promptly and in any event within one Business Day of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance with this Section 7.10, then such Agent shall be entitled to take no action until such clarification is provided, and shall not incur any liability for not taking any action pending receipt of such clarification. (iii) No Agent shall be under any duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the Issuers. (iv) The Issuers shall notify each Agent in the event that they determine that any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuers’ obligation under this Section 7.10(iv) shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuers, the Notes, or both. (v) Notwithstanding any other provision of this Indenture, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by applicable law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuers the amount so deducted or withheld, in which case, the Issuers shall so account to the relevant Authority for such amount. (vi) In the event that the Issuers determine at their sole discretion that any deduction or withholding for or on account of any Tax will be required by applicable law in connection with any payment due to any of the Agents on any Notes, then the Issuers will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international standing and otherwise made in accordance with this Indenture. The Issuers will promptly notify the Agents and the Trustee of any such redirection or reorganization (vii) For the purposes of Section 7.10(iv) through to Section 7.10(vi), the following definitions apply:
Appears in 2 contracts
Samples: Indenture (Ferroglobe PLC), Indenture (Ferroglobe PLC)
Agents General Provisions. (i) The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not (i) joint or (ii) joint and several.
(ii) In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification from the Issuers Issuer or other party entitled to give the Agents instructions under this Indenture by written request promptly and in any event within one Business Day of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance with this Section 7.10, then such Agent shall be entitled to take no action until such clarification is provided, and shall not incur any liability for not taking any action pending receipt of such clarification.
(iii) No Agent shall be under any duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the IssuersIssuer.
(iv) The Issuers Issuer shall notify each Agent in the event that they determine that any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuers’ Issuer’s obligation under this Section 7.10(iv) shall apply only to the extent that such payments are so treated by virtue of characteristics of the IssuersIssuer, the Notes, or both.
(v) Notwithstanding any other provision of this Indenture, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by applicable law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuers Issuer the amount so deducted or withheld, in which case, the Issuers Issuer shall so account to the relevant Authority for such amount.
(vi) In the event that the Issuers determine Issuer determines at their its sole discretion that any deduction or withholding for or on account of any Tax will be required by applicable law in connection with any payment due to any of the Agents on any Notes, then the Issuers Issuer will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international standing and otherwise made in accordance with this Indenture. The Issuers Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganization
(vii) For the purposes of Section 7.10(iv) through to Section 7.10(vi), the following definitions apply: :
Appears in 1 contract
Samples: Indenture (Ferroglobe PLC)
Agents General Provisions. (ia) The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not (i) joint or (ii) joint and several.
(iib) In The Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing to the Issuer and the Agents, require that the Agents act as agents of, and take instructions given to any Agent are not reasonably clearexclusively from, then the Trustee. Until they have received such Agent shall be entitled to seek clarification written notice from the Issuers or other party entitled to give Trustee, the Agents instructions under this Indenture by written request promptly and in any event within one Business Day shall act solely as agents of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance with this Section 7.10, then such Agent shall be entitled to take no action until such clarification is provided, and shall not incur any liability for not taking any action pending receipt of such clarificationthe Issuer.
(iiic) No Agent The Agents shall be under any duty act solely as agents of the Issuer and shall have no fiduciary or other obligation towards, or have any relationship of agency or trust trust, for or with, with any person Person other than the IssuersIssuer, except as expressly stated elsewhere in this Indenture.
(ivd) Any Agent may resign, without liability for doing so, and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and Issuer. The Issuers Trustee or Issuer may remove any Agent at any time by giving thirty (30) days’ prior written notice to any Agent. Upon such notice, a successor Agent shall notify each be appointed by the Issuer, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Issuer is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent may, in its sole discretion, deliver any funds then held hereunder in its possession to the Trustee or may appoint a successor Agent, provided that such appoint shall be reasonably satisfactory to the Issuer and Trustee, or apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The costs and expenses (including its counsels’ fees and expenses) properly incurred by the Agent in connection with such proceeding shall be paid by the event that they determine that Issuer. Upon receipt of the identity of the successor Agent, the Agent shall deliver any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuers’ obligation under this Section 7.10(iv) shall apply only funds then held hereunder to the extent that such payments are so treated by virtue successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of characteristics of the Issuersany funds, the Notes, or bothAgent shall be discharged of and from any and all further obligations arising in connection with this Indenture.
(ve) Notwithstanding Each Agent shall treat money paid to it in the same way as any other provision of this Indenturebanker, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by applicable law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed not be liable for the amount so deducted or withheld orany interest earned thereon. Further, at its option, shall reasonably promptly after making such payment return to the Issuers the amount so deducted or withheld, in which case, the Issuers shall so account to the relevant Authority for such amount.
(vi) In the event that the Issuers determine at their sole discretion that any deduction or withholding for or on account of any Tax money will not be required by applicable law in connection with any payment due to any of the Agents on any Notes, then the Issuers will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international standing and otherwise made held in accordance with this Indenture. The Issuers will promptly notify the Agents rules established by the Financial Conduct Authority in the Financial Conduct Authority Handbook of rules and the Trustee of any such redirection or reorganization
(vii) For the purposes of Section 7.10(iv) through guidance from time to Section 7.10(vi), the following definitions apply: time in relation to client money.
Appears in 1 contract
Agents General Provisions. (ia) The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not (i) joint or (ii) joint and several.
(iib) The Company and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing to the Company and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee. Until they have received such written notice from the Trustee, the Agents shall act solely as agents of the Company and need have no concern for the interests of the Holders. In the case of an Event of Default under Section 6.01(a)(ix) or (x), the Agents shall automatically act as agents of the Trustee, without the need for notice or further action on the part of the Trustee or Holders.
(c) In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification from the Issuers Company or other party entitled to give the Agents instructions under this Indenture by written request promptly and in any event within one Business Day of receipt by such Agent of such instructionsIndenture. If an Agent has sought clarification in accordance with this Section 7.107.14(c), then such Agent shall be entitled to take no action until such clarification is provided, and shall not incur any liability for not taking any action pending receipt of such clarification.
(iiid) The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents.
(e) The Company shall provide the Agents with a certified list of authorized signatories.
(f) Any obligation the Agents may have to publish a notice to Holders of Global Notes on behalf of the Company will have been met upon delivery of the notice to DTC, Euroclear and/or Clearstream, as applicable.
(g) No Agent shall be under any duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the IssuersCompany. No Agent shall have any relationship of trust or fiduciary for any person.
(ivh) The Issuers Agents shall notify each have no obligation to act or take any action if they believe they will incur costs for which they will not be reimbursed.
(i) No Agent in the event that they determine that shall be required to make any payment under this Indenture unless and until it has received the full amount to be made by an Agent under paid in accordance with the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuers’ obligation under terms of this Section 7.10(iv) shall apply only to Indenture. To the extent that such payments are so treated by virtue of characteristics of an Agent has made a payment for which it did not receive the Issuersfull amount, the Notes, or both.
(v) Notwithstanding any other provision of this Indenture, each Company will reimburse the Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Notes for or on account full amount of any Tax, if and only to the extent so required by applicable law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuers the amount so deducted or withheld, in which case, the Issuers shall so account to the relevant Authority for such amountshortfall.
(vi) In the event that the Issuers determine at their sole discretion that any deduction or withholding for or on account of any Tax will be required by applicable law in connection with any payment due to any of the Agents on any Notes, then the Issuers will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international standing and otherwise made in accordance with this Indenture. The Issuers will promptly notify the Agents and the Trustee of any such redirection or reorganization
(vii) For the purposes of Section 7.10(iv) through to Section 7.10(vi), the following definitions apply:
Appears in 1 contract
Agents General Provisions. (i) The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not (i) joint or (ii) joint and several..
(ii) In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification from the Issuers Issuer or other party entitled to give the Agents instructions under this Indenture by written request promptly and in any event within one Business Day of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance with this Section 7.10, then such Agent shall be entitled to take no action until such clarification is provided, and shall not incur any liability for not taking any action pending receipt of such clarification..
(iii) No Agent shall be under any duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the IssuersIssuer.
(iv) The Issuers Issuer shall notify each Agent in the event that they determine that any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuers’ Issuer’s obligation under this Section 7.10(iv) shall apply only to the extent that such payments are so treated by virtue of characteristics of the IssuersIssuer, the Notes, or both.
(v) Notwithstanding any other provision of this Indenture, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by applicable law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuers Issuer the amount so deducted or withheld, in which case, the Issuers Issuer shall so account to the relevant Authority for such amount..
(vi) In the event that the Issuers determine Issuer determines at their its sole discretion that any deduction or withholding for or on account of any Tax will be required by applicable law in connection with any payment due to any of the Agents on any Notes, then the Issuers Issuer will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international standing and otherwise made in accordance with this Indenture. The Issuers Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganizationreorganization
(vii) For the purposes of Section 7.10(iv) through to Section 7.10(vi), the following definitions apply:
Appears in 1 contract
Samples: Indenture (Ferroglobe PLC)
Agents General Provisions. (i) The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not (i) joint or (ii) joint and several.
(ii) In the event that instructions given to any Agent are not reasonably clear, then such Agent shall be entitled to seek clarification from the Issuers or other party entitled to give the Agents instructions under this Indenture by written request promptly and in any event within one Business Day of receipt by such Agent of such instructions. If an Agent has sought clarification in accordance with this Section 7.10, then such Agent shall be entitled to take no action until such clarification is provided, and shall not incur any liability for not taking any action pending receipt of such clarification.
(iii) No Agent shall be under any duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the Issuers.
(iv) The Issuers shall notify each Agent in the event that they determine that any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuers’ obligation under this Section 7.10(iv) shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuers, the Notes, or both. The Issuers hereby notify each Agent that (1) interest paid by the US Co-Issuer to a foreign financial institution and (2) on or after January 1, 2019, all of the gross proceeds from the sale or other disposition of the Notes, will be subject to FATCA Withholding unless the payee satisfies conditions for exemption.
A. For the purposes of this Section 7.10(iv), “FATCA Withholding” means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.
(v) Notwithstanding The US Co-Issuer shall deliver to each Agent, at least 5 Business Days preceding the first Interest Payment Date, which shall be September 1, 2017, an Officer’s Certificate of the US Co-Issuer certifying the proportion of interest for which the US Co-Issuer is liable to pay to Holders on each Interest Payment Date (“Proportion of Interest”). Following any other provision amendment to the Proportion of this IndentureInterest, the US Co-Issuer shall deliver to each Agent, at least 5 Business Days preceding the first Interest Payment Date following such amendment to the Proportion of Interest, an Officer’s Certificate of the US Co-Issuer certifying the amended Proportion of Interest. Each Agent will accept and shall be entitled to make a deduction or withholding from any payment which it makes under rely, without further inquiry, on such notice as sufficient evidence of the Notes for or on account of any Tax, if and only to the extent so required by applicable law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuers the amount so deducted or withheld, in which case, the Issuers shall so account to the relevant Authority for such amountcontents described therein.
(vi) In The Issuers and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing to the Issuers and the Agents, require that the Issuers determine at their sole discretion that any deduction or withholding for or on account of any Tax will be required by applicable law in connection with any payment due to any Agents act as agents of, and take instructions exclusively from, the Trustee. Until they have received such written notice from the Trustee, the Agents shall act solely as agents of the Agents on Issuers and shall have no fiduciary duty, or owe any Notesobligation, then towards any person other than the Issuers will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international standing and otherwise made in accordance with this Indenture. The Issuers will promptly notify the Agents and the Trustee of any such redirection or reorganizationIssuers.
(vii) For Moneys held by Agents need not be segregated from other funds except to the purposes of Section 7.10(iv) through extent required by law. Subject to Section 7.10(vi)Article VIII, the following definitions apply: Agents hold all funds as banker subject to the terms of this Indenture and shall not be liable for any interest earned thereon.
(viii) each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents.
Appears in 1 contract
Samples: Indenture (Ferroglobe PLC)
