CHANGES IN PAYING AGENTS Sample Clauses
The "Changes in Paying Agents" clause defines the process and conditions under which the parties to an agreement may appoint, remove, or replace entities responsible for handling payments, such as paying agents or transfer agents. Typically, this clause outlines the notification requirements, the effective date of any changes, and the responsibilities of both the issuer and the new or outgoing agent during the transition. Its core function is to ensure continuity and clarity in payment processing, minimizing disruptions and confusion for all parties involved when changes to payment intermediaries occur.
CHANGES IN PAYING AGENTS. 20.1 Each Issuer 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 Agent and have been returned to each Issuer, as provided in this Agreement:
(a) there will at all times be an Agent;
(b) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of such Stock Exchange or other relevant authority; and
(c) there will be at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuers are incorporated. Furthermore, each Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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.
20.2 The Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days' written notice to the Issuers specifying the date on which its resignation shall become effective.
20.3 The Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuers on at least 45 days' notice in writing from the Issuers specifying the date when the removal shall become effective.
20.4 Any resignation under subclause 20.2 or removal of the Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under Clause 22. Each Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have not appointed a successor Agent then the Agent shall be entitled, on behalf of the Issuers, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuers shall approve (such approval not to be unreasonably withheld or delayed).
20.5 In case at any time any Paying Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a volunt...
CHANGES IN PAYING AGENTS. 21.1 The Issuer 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 Agent and have been returned to the Issuer, 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 Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
CHANGES IN PAYING AGENTS. (1) The Issuer 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 Agent and have been returned to the Issuer, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent, which may be the Agent, with a specified office in the place required by the rules and regulations of such Stock Exchange or other relevant authority; and
(b) there will at all times be an Agent. In addition, the Issuer shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause (7)) or where the Agent or (as applicable) the relevant Paying Agent is an FFI and does not become, or ceases to be, a FFI, 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.
(2) If, for any reason, the Agent or any Paying Agent does not become, or ceases to be, a Participating FFI at a time when withholding or deduction of any FATCA Withholding would otherwise be required in respect of any payment from the Issuer to the Agent or (as applicable) the relevant Paying Agent or in respect of any payment due on any Notes, and the Issuer considers in its sole discretion that it may be liable as a result to pay any FATCA Withholding in respect of any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding. In addition, the Issuer will be entitled to demand immediate repayment of any amount already paid by it to the Agent or (as applicable) the relevant Paying Agent with respect to any Notes prior to the Agent or (as applicable) the relevant Paying Agent not becoming or ceasing to be a Participating FFI together with interest thereon.
(3) The Agent and each Paying Agent shall promptly provide written notice to the Issuer if it becomes, or ceases to be, a Participating FFI at a time when a withholding or deduction of any FATCA Withholding would otherwise be required in respect of any payment from the Issuer to the Agent or...
CHANGES IN PAYING AGENTS. (a) The Paying Agent may at any time resign its appointment by giving to the Issuer not less than 60 days written notice (or such shorter period of notice as the Issuer may agree) to that effect, and the Issuer may at any time terminate the appointment of any Paying Agent by giving not less than 60 days written notice to the other parties hereto and the Holders to that effect, provided that no such notice shall expire, in the case of the Paying Agent less than 30 days before or 30 days after any Payment Date, as the case may be.
(b) The appointment of the Paying Agent hereunder shall forthwith terminate if at any time such Paying Agent 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 a liquidator or receiver of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the winding up or dissolution of Paying Agent, or if a liquidator or receiver of Paying Agent or of all or any substantial part of its property is appointed, 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 any public officer takes charge or control of Paying Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation.
(c) Any corporation into which the Paying Agent may be merged or converted or with which Paying Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which such Paying Agent shall be a party shall, to the extent permitted by applicable law, be the relevant successor Paying Agent under this Agreement without the execution or delivery of any paper or any further act on the part of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer.
(d) The Issuer may at any time, with prior written notice to the Paying Agent, appoint additional Paying Agents.
(e) No resignation or termination of the appointment of the Paying Agent shall take effect until a successor Paying Agent has been so appointed by the Iss...
CHANGES IN PAYING AGENTS. (1) The Issuer may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 90 days' prior written notice to that effect, provided that, so long as any of the Notes is outstanding:
(a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date for the payment of interest; and
CHANGES IN PAYING AGENTS