Changes in Agents and Administrators
Changes in Agents and Administrators Sample Clauses
Related to Changes in Agents and Administrators
Changes in Agents 25.1 Each of the Issuers and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) at any time resign by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective. 25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.
Officers and Agents The Manager may authorize one or more officers and agents to enter into any contract or to otherwise act on behalf of the Company to the extent that the Manager could take such action. Such authority may be general or be defined to specific instances. Unless authorized to do so by this Agreement or by the Manager, no employee, officer, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose.
Minor and Administrative Errors A Competent Authority shall notify the Competent Authority of the other Party when the first-mentioned Competent Authority has reason to believe that administrative errors or other minor errors may have led to incorrect or incomplete information reporting or resulted in other infringements of this Agreement. The Competent Authority of such other Party shall apply its domestic law (including applicable penalties) to obtain corrected and/or complete information or to resolve other infringements of this Agreement.
Experts, Advisers and Agents The Trustee may: (a) employ or retain and act and rely on the opinion or advice of or information obtained from any solicitor, auditor, valuer, engineer, surveyor, appraiser or other expert, whether obtained by the Trustee or by the Corporation, or otherwise, and shall not be liable for acting, or refusing to act, in good faith on any such opinion or advice and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and (b) employ such agents and other assistants as it may reasonably require for the proper discharge of its duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the trusts hereof and any solicitors employed or consulted by the Trustee may, but need not be, solicitors for the Corporation.
Responsibilities of the Parties 1.5.1 The Parties shall perform all obligations of this Agreement in accordance with all Applicable Laws and Regulations, Operating Requirements, and
General and Administrative 4.1 This Agreement shall be governed in all respects and aspects by the laws of the State of Texas, and the parties hereby agree any legal action concerning this Agreement shall be brought in a court of competent jurisdiction, in Lubbock County, Texas. If counsel is required to enforce terms of this Agreement and/ or corollary agreements, the prevailing party shall be entitled to recover reasonable attorney fees and costs. 4.2 If any provision of this Agreement, or its application to any person or circumstance, is invalid or unenforceable, the remainder of this Agreement or the application of those provisions to other persons or circumstances shall not be affected thereby. 4.3 This Agreement and the attachments hereto, contain the entire Agreement of the parties and there are no representatives, inducements, promises, agreements, arrangements, or undertakings, oral or written, between parties other than those set forth and duly executed in writing. No agreement of any kind shall be binding upon either party unless and until the same has been made in writing and duly executed by both parties. The Agreement shall not be modified or amended except by written agreement executed by both parties. 4.4 The parties have reviewed this Agreement in its entirety and acknowledge each has had a full opportunity to negotiate the Agreements terms. Therefore, the parties expressly waive any and all applicable common law and statutory rules of construction any provision of this Agreement should be construed against the Agreement’s drafter, and agree and affirm the Agreement and all provisions thereof shall in all cases be construed as a whole, according to the fair meaning of the language utilized. 4.5 Failure to insist upon strict compliance with any of the terms, covenants, and conditions hereof shall not be deemed a waiver of such terms, covenants, and conditions, nor shall any waiver or relinquishment of any right or power here under at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. No waiver shall be valid unless in writing and signed by all parties. 4.6 The captions of each section are added as a matter of convenience only and shall be considered of no effect in the construction of any provision of this Agreement. 4.7 This Agreement may be executed by facsimile or e-mail attachment and/ or in any number of counterparts, any or all of which may contain the signatures of less than all parties, and all of which shall be construed together as but a single instrument and shall be binding on the parties as though originally executed on one originally executed document. All facsimile and e-mail attachment counterparts shall be promptly followed with delivery of original executed counterparts. 4.8 This Agreement shall become effective upon execution of the Group Contract, Group Itinerary, and Group Package Options form by the parties involved.
Management and Administration 5.1 TxDOT Responsibility for Policy Decisions
Responsibilities of Both Parties 6.1 The CLEC providing the circuit between CLEC’s office and SBC-12STATE’s office shall make such circuits available for use in connection with the DA services covered herein. When the total traffic exceeds the capability of the existing circuits, additional circuits will be provided by the CLEC. 6.2 Where applicable, if additional ADAX cards and ASN Routers (with sync and token ring cards) are necessary, they will be provided by SBC-12STATE, and CLEC will reimburse SBC-12STATE for the cost, plus Engineering, Furnish and Installation.
Other Officers and Agents The Board may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
General and Administrative Costs The Borrower shall ensure that the payment of all the general and administrative costs of the Borrower and the Owners in connection with the ownership and operation of the Ships (including, without limitation, the payment of the management fees pursuant to the Management Agreements) shall be fully subordinated to the payment obligations of the Borrower and the Owners under this Agreement and the other Finance Documents throughout the Security Period.
