CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 7 contracts
Samples: Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay 19.1 Each Paying Agent shall be entitled to the Agents a remuneration for all services rendered hereunder by the Agents in connection deal with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which money paid to it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or any claim, action or demand which may be made against similar claim in respect of the Issuer resulting from the negligence or wilful misconduct on the part of such Agent money; and
(or such Agent's officers, employees or agentsb) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent that it shall not be liable to account to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to interest on the possibility of such loss or damagesmoney.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 19.2 In acting hereunder under this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Agents do Issuer and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Receipts, Coupons or Talons.
19.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall not have be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent) and the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any obligation towards them except of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that all funds held if any information that is required by the Fiscal Agent for payment of principal of or interest on to perform the Notes shall be held exclusively for the benefit of and for payment duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsAgent.
11.7 Nothing herein shall be deemed to require any 19.4 The Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. Failure to consult on any legal matter shall not be construed as evidence of the Agent acting in bad faith.
11.9 19.5 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any no obligation to take act if it reasonably believes that in so doing it will incur expenses for which it will not be reimbursed thereunder and that in not acting on the basis of such a reasonable belief it shall bear no liability therefore.
19.6 Each Paying Agent shall be protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agent, on written instructions from the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointIssuer.
11.10 The Agents19.7 Any Paying Agent and its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Paying Agent were not appointed under this Agreement.
19.8 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that the person has been authorised.
19.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents hereundershall be entitled to treat the bearer of any Note, Receipt or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it).
19.10 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount.
19.11 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 19.11 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 19.11, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. In this subclause 19.11 Applicable Law and Authority shall have the meanings set out in subclause 7.12 above.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 11.1 20.1 The Issuer will pay Paying Agent and Registrar undertake to perform the Agents a remuneration for all services rendered hereunder by duties and only the Agents duties that are specifically set out in connection with the Notes together with this Agreement and any expenses incurred duties as separately agreed upon by the Agents and the Issuernecessary or incidental to such duties.
11.2 20.2 The Issuer will indemnify Paying Agent and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents Registrar undertake to act severally and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds jointly in the performance of its their respective duties hereunderas Paying Agent and Registrar as set forth in this Agreement with respect to the Senior Notes and the Junior Notes, as the case may be.
11.8 The Agents may consult with legal 20.3 No provision of this Agreement shall be construed to relieve the Paying Agent or the Registrar from liability for their own negligent action, their own negligent failure to act, or their own wilful misconduct, except that:
(a) the duties and other professional advisers selected in good faith and satisfactory to them obligations of the Paying Agent and the opinion of such advisers Registrar with respect to the Senior Notes and the Junior Notes, as the case may be, shall be full determined solely by the express provisions of this Agreement and complete protection in respect the Paying Agent and the Registrar shall not be liable except for the performance of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such those duties and only such duties obligations with respect to the Paying Agent and the Registrar as are herein specifically set forthforth in this Agreement, and no implied duties covenants or obligations shall be read into this Agreement against the Agents. No Paying Agent or the Registrar; and
(b) in the absence of bad faith on its part, each of the Paying Agent and the Registrar may conclusively rely, upon any written statements, certificates or opinions furnished to it and conforming to the requirements of this Agreement and the applicable Indenture, but in the case of any such statement, certificate or opinion that by any provision of this Agreement is specifically required to be furnished to it shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Agreement and the applicable Indenture.
20.4 Neither the Paying Agent nor the Registrar shall be liable for any obligation error of judgment made in good faith by any of their respective officers, unless it shall be proved that it was negligent in ascertaining the pertinent facts.
20.5 Neither the Paying Agent nor the Registrar shall be liable with respect to take any action hereunder which taken or omitted to be taken by it expects will result in any expense or liability good faith in accordance with the direction of such Agentthe Issuer, the payment Guarantors or the applicable Trustee relating to the time, method and place of which within a reasonable time is not, in its opinion, assured conducting any proceeding for any remedy available to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner ofthem, or acquire exercising any interest inpower conferred upon them, any Notes with the same rights that the Agents would have it they were not the Agents hereunderunder this Agreement.
Appears in 3 contracts
Samples: Indenture (Marconi Corp PLC), Indenture (Marconi Corp PLC), Indenture (Marconi Corp PLC)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 5.1 In acting hereunder under this Agreement and in connection with the NotesRelevant Covered Bonds, the Agents do Calculation Agent shall act solely as an agent of the Issuer, the Guarantors and, in the circumstances described in Clause 5.2, the Bond Trustee and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Relevant Covered Bonds or the receipts or coupons (if any) appertaining to the Relevant Covered Bonds (the Receipts and the Coupons, respectively).
5.2 At any time after an Abbey Event of Default or Potential Abbey Event of Default shall have occurred and is continuing or the Bond Trustee shall not have received any obligation towards them except money from the Issuer or Group Guarantor which it proposes to pay under clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may:
(a) by notice in writing to the Issuer, the Guarantors and the Calculation Agent require the Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the terms of these presents mutatis mutandis on the terms provided in this Agreement (save that all funds the Bond Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent shall be limited to the amounts for the time being held by the Fiscal Agent for payment of principal of or interest Bond Trustee on the Notes shall be held exclusively trusts of these presents relating to the Covered Bonds of the relevant Series and available for the benefit of purpose) and for payment thereafter to the Noteholders hold all Covered Bonds, Receipt and shall be applied as set forth herein Coupons and in the Conditions. Except as otherwise required by applicable lawall sums, no Agent will be required to segregate any funds documents and records held by it hereunder in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or
(b) by notice in writing to the Issuer and the Group Guarantor require each of them (but not the LLP) to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Principal Paying Agent and with effect from the issue of any of its other fundssuch notice to the Issuer and the Group Guarantor.
11.7 Nothing herein 5.3 At any time after an LLP Event of Default or Potential LLP Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the LLP which it proposes to pay under clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may:
(a) by notice in writing to the Issuer, the LLP and the Calculation Agent require the Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent and of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the terms of the trust presents mutatis mutandis on the terms provided in this Agreement (save that the Bond Trustee's liability under any provisions thereof for the indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent shall be deemed limited to the amounts for the time being held by the Bond Trustee on the trusts of the trust presents relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by them in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or
(b) by notice in writing to the LLP require it to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Calculation Agent and with effect from the issue of any Agent such notice to advance its own funds in the performance of its duties hereunderLLP.
11.8 5.4 In relation to each issue of Relevant Covered Bonds, the Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and the Terms and Conditions and no implied duties or obligations shall be read into this Agreement or the Terms and Conditions against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstances.
5.5 The Agents Calculation Agent may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers.
11.9 5.6 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer, the Guarantors or the Bond Trustee or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agenton written instructions from the Issuer, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Guarantors or the Agents hereunder are several and not jointBond Trustee.
11.10 5.7 The AgentsCalculation Agent and any of its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Covered Bonds, Receipts or Coupons (if any) with the same rights that the Agents it or he would have it they had if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunderIssuer or the Guarantors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the Guarantors as freely as if the Calculation Agent were not appointed under this Agreement.
Appears in 3 contracts
Samples: Supplemental Agency Agreement, Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon in a fee letter dated as at the date hereof and executed by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's ’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 3 contracts
Samples: Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 14.1 The obligations of the Agents hereunder shall be several, and not joint.
14.2 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred in connection with their appointment or the exercise of their powers and duties hereunder; all as separately agreed upon by the Agents and the Issuer.
11.2 14.3 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's its appointment or the exercise of its powers power and duties hereunder without hereunder, except such as may result from such Agent’s own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 14.4 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful willful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 14.5 The indemnities above indemnity provisions under Clauses 14.3 and 14.4 shall survive the termination or expiry of this Agreement.
11.5 14.6 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the legal or other professional opinion of such advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with such opinion.
14.7 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own negligence or wilful willful misconduct or that of its officers, employees or agents.
11.6 14.8 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersHolders, and shall not have any obligation towards them them; except that all funds held by the Fiscal Paying Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders Holders, but need not be segregated from other funds, except as required by law and as set forth herein and in the Conditions, and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 14.9 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 3 contracts
Samples: Agency Agreement (KfW), Agency Agreement (KFW International Finance Inc), Agency Agreement (KfW)
CONDITIONS OF APPOINTMENT. 11.1 10.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 10.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's ’s appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 10.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 10.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 10.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 10.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 10.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 10.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 10.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 10.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 2 contracts
Samples: Agency Agreement (Citigroup Inc), Fiscal Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 12.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon in a fee letter dated January 27, 2017 and executed by the Agents and the Issuer.
11.2 12.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's ’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful willful misconduct on the part of such Agent.
11.3 12.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful willful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any special, indirect, punitive or consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 12.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 12.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 12.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 12.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 12.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 12.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The Agents shall not be required to give any bond or surety in respect of the performance of their powers and duties hereunder. The obligations of the Agents hereunder are several and not joint.
11.10 12.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
12.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment. In the event that the Issuer determines in 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 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 deduction 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 Agreement and the Indenture. The Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganization. For the avoidance of doubt, withholding under the Foreign Account Tax Compliance Act is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 12.11.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement (Wells Fargo & Company/Mn)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 22.1 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
22.1.1 that it shall not exercise any right of set-off, lien or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or similar claim in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent respect thereof;
22.1.2 as provided in Subclause 22.2 below;
22.1.3 that it shall not be liable to account to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised interest thereon; and
22.1.4 money held by it need not be segregated except as required by law.
22.2 Without prejudice to the possibility provisions of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or Clause 30, in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 In acting hereunder and in connection with the Notes, each Agent shall act solely as agent of the Agents do Issuer and will not thereby assume any obligations towards fiduciary duties, or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes or Coupons.
22.3 Each Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall not have be obliged to perform such duties and only such duties, as are herein (including Schedule 11 in the case of the Principal Paying Agent), in the Conditions and the Procedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes against any obligation towards them except Agent. Each of the Agents (other than the Principal Paying Agent) agrees that all funds held if any information that is required by the Fiscal Principal Paying Agent for payment of principal of or interest on to perform the Notes shall be held exclusively for the benefit of and for payment duties set out in Schedule 11 becomes known to it, it will promptly provide such information to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsPrincipal Paying Agent.
11.7 Nothing herein shall be deemed to require any 22.4 The Principal Paying Agent to advance its own funds in and the performance of its duties hereunder.
11.8 The Agents may Registrar may, having first consulted with the Issuer, consult with legal and other professional advisers selected in good faith and satisfactory to them of reputable standing and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 22.5 Each Agent shall be under any obligation to take protected and shall incur no liability for or in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, fax or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such Agent, sent by the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of proper party or parties or upon written instructions from the Agents hereunder are several and not jointIssuer.
11.10 The Agents22.6 Any Agent and its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes or Coupons with the same rights (but without prejudice to any limitations which might apply in any other capacity) that it or such person would have if the Agent concerned were not appointed hereunder, and may engage or be interested in (subject as aforesaid) any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Agent were not appointed hereunder.
22.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of such persons ceases to be so authorised or if any additional
22.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof).
22.9 In the event that the Agents Agent receives conflicting, unclear or equivocal instructions, the Agent as the case may be shall be entitled not to take any action until such instructions have been resolved or clarified to its satisfaction and the Agent shall not be or become liable in any way to any person for any failure to comply with any such conflicting, unclear or equivocal instructions. The Agent shall promptly request the Issuer to clarify such conflicting, unclear or equivocal instructions.
22.10 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would have or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to The Netherlands, the United States of America or any jurisdiction forming a part of it they were not and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. The Agent shall promptly notify the Agents hereunder.Issuer in the event it refrains from taking any action pursuant to this clause. 23 Communication between the Parties
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's ’s appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 2 contracts
Samples: Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 9.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred in connection with their appointment or the exercise of their powers and duties hereunder; all as separately agreed upon by the Agents and the Issuer.
11.2 9.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's its appointment or the exercise of its powers power and duties hereunder without hereunder, except such as may result from such Agent’s own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 9.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful willful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding .
9.4 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the foregoing, under no circumstances will any Agent be liable to the Issuer legal or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility professional opinion of such loss advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or damagessuffered hereunder in good faith and in accordance with such opinion.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 9.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own negligence or wilful willful misconduct or that of its officers, employees or agents.
11.6 9.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersHolders, and shall not have any obligation towards them them; except that all funds held by the Fiscal Paying Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders Holders, but need not be segregated from other funds, except as required by law and as set forth herein and in the Conditions, and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 9.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 2 contracts
Samples: Agency Agreement (KfW), Agency Agreement (KFW International Finance Inc)
CONDITIONS OF APPOINTMENT. 11.1 The obligations of the Agents hereunder shall be several, and not joint.
11.2 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred as separately agreed upon in connection with their appointment or the exercise of their powers and duties hereunder.
11.3 The parties to this Agreement agree that, at the request of the relevant Agent, the fees and expenses may be reviewed from time to time in accordance with such Agent’s then current fee levels. In addition, each Agent reserves the right to charge the Issuer additional fees and expenses in respect of the performance by such Agent of any additional services requested by the Agents Issuer and the Issuernot provided for in this Agreement.
11.2 11.4 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability liability, expense (including legal fees) or expense claim which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's its appointment or the exercise of its powers power and duties hereunder without hereunder, except such as may result from such Agent’s own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 11.5 Each Agent will indemnify and hold harmless the Issuer against any loss, liability liability, expense (including legal fees) or expense incurred by claim which the Issuer may incur or any claim, action or demand which may be made against the Issuer it resulting from the negligence or wilful willful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.6 The indemnity provisions under Clauses 11.4 The indemnities above and 11.5 shall survive the termination or expiry of this Agreement.
11.5 11.7 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the legal or other professional opinion of such advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with such opinion.
11.8 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own negligence or wilful willful misconduct or that of its officers, employees or agents.
11.6 11.9 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersRegistered Holder or the Holders, and shall not have any obligation towards them them; except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment (i) if in U.S. dollars to, or to the Noteholders order of, the Registered Holder, or (ii) if in a currency other than U.S. dollars, to the accounts specified by DTC, but need not be segregated from other funds, except as required by law and as set forth herein and in the Conditions, and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 11.10 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 2 contracts
Samples: Fiscal Agency Agreement (KFW International Finance Inc), Fiscal Agency Agreement (KfW)
CONDITIONS OF APPOINTMENT. 11.1 10.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 10.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 10.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 10.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 10.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 10.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 10.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 10.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 10.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 10.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 2 contracts
Samples: Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 15.1 In acting hereunder and in connection with the NotesBonds, the Agents do not assume any relationship shall act solely as agents of agency and trust for the Noteholders, and Company. The Agents shall not have any obligation towards them except that all funds held by the Fiscal Agent or duty to, or any relationship of agency or trust for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders with, any Bondholder and shall be applied as set forth herein responsible only for performance of the duties and obligations expressly imposed upon them in this Agreement and in the Conditionsany Global Bond, as appropriate, or reasonably arising as a consequence thereof or in relation thereto. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall not be under any obligation to take any action hereunder which it expects will result may involve them in any expense or liability of such Agentliability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to them. All the Agents' determinations under this Agreement and/or as required by the Terms and Conditions of the Bonds shall (save in the case of manifest error) be final and binding on the Company and the Bondholders.
15.2 The Agents shall not be responsible for any act done or omitted to be done by them in accordance with this Agreement or the Bonds, except in the case of negligence, bad faith or wilful misconduct.
15.3 The Agents are not under any obligation to take any action under this Agreement which may involve them in any expense or liability, the payment of which within a reasonable time is not, in their opinion, assured to it. .
15.4 The obligations Agents may consult, at the expense of the Agents Issuer, as to legal matters with legal advisers satisfactory to them and the written opinion of such legal advisers shall be full and complete authorisation and protection in respect of any action taken or omitted to be taken by them hereunder are several in good faith and not jointin accordance with the opinion of such legal advisers.
11.10 15.5 The AgentsAgents shall be protected and shall incur no liability for, their affiliates or in respect of, any action taken in good faith or omitted to be taken in good faith or anything suffered by them in reliance upon any Global Bond or any notice, direction, consent, certificate, affidavit, statement, account or other paper or document reasonably believed by them to be genuine and to have been presented or signed by the proper party or parties.
15.6 The Agents and their respective officers and employees, in their individual or any other capacity, employees may become the owner owners of, or acquire any interest in, any Notes Bonds with the same rights as any other owner or holder, and may engage or be interested in any business transaction with the Company or any subsidiary of the Company without being liable to, or account to, any Bondholder or for any resulting profit, and may act on, or as depositary, trustee or agent for, any committee or body of Bondholders or other obligations of the Company or any such subsidiary as freely as if it/they was/were not an Agent or officers or employees of the Agents, as the case may be.
15.7 The Agents shall be entitled to deal with money paid to it by the Company for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that they shall not exercise any right of set-off, lien or similar claim in respect thereof;
(b) as provided in subclause 15.8 below; and
(c) that they shall not be liable to account to the Company for any interest thereon except as otherwise agreed between the Company and the Agents.
15.8 In acting hereunder and in connection with the Bonds, the Agents shall act solely as agents of the Company and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Bonds, except that all funds held by the Paying Agents for payment to the Bondholders shall be held in trust for such Bondholders and applied as set forth herein, but need not be segregated from other funds except as required by law.
15.9 No Agent shall be liable in respect of anything done or omitted to be done or suffered by it in reliance on a Bond, notice, direction, consent, certificate, affidavit, statement or other document (including any information from any electronic or other source) reasonably believed by it to be genuine and to have been signed or otherwise given or disseminated by the proper parties.
15.10 The Agents and any other person, whether or not acting for itself, may become the owner of or acquire, hold or dispose of the Bonds or other security (or any interest therein) of the Issuer or any other person with the same rights as any other owner or holder, and may enter into or be interested in any contract or transaction with any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case with same rights as it would have it they had if that Agent were not the Agents hereunderan Agent and need not account for any profit.
Appears in 1 contract
Samples: Master Agency Agreement
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 5.1 In acting hereunder under this Agreement and in connection with the NotesRelevant Covered Bonds, the Agents do Calculation Agent shall act solely as an agent of the Issuer, the Guarantors and, in the circumstances described in Clause 5.2, the Bond Trustee and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Relevant Covered Bonds or the receipts or coupons (if any) appertaining to the Relevant Covered Bonds (the Receipts and the Coupons, respectively).
5.2 At any time after an Abbey Event of Default or Potential Abbey Event of Default shall have occurred and is continuing or the Bond Trustee shall not have received any obligation towards them except money from the Issuer or Group Guarantor which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may:
(a) by notice in writing to the Issuer, the Guarantors and the Calculation Agent require the Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the terms of these presents mutatis mutandis on the terms provided in this Agreement (save that all funds the Bond Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent shall be limited to the amounts for the time being held by the Fiscal Agent for payment of principal of or interest Bond Trustee on the Notes shall be held exclusively trusts of these presents relating to the Covered Bonds of the relevant Series and available for the benefit of purpose) and for payment thereafter to the Noteholders hold all Covered Bonds, Receipt and shall be applied as set forth herein Coupons and in the Conditions. Except as otherwise required by applicable lawall sums, no Agent will be required to segregate any funds documents and records held by it hereunder in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or
(b) by notice in writing to the Issuer and the Group Guarantor require each of them (but not the LLP) to make all subsequent payments in respect of the Covered Bonds, Receipts and 0090662-0000130 ICM:32418081.9 44 Coupons to or to the order of the Bond Trustee and not to the Principal Paying Agent and with effect from the issue of any of its other fundssuch notice to the Issuer and the Group Guarantor.
11.7 Nothing herein 5.3 At any time after an LLP Event of Default or Potential LLP Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the LLP which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may:
(a) by notice in writing to the Issuer, the LLP and the Calculation Agent require the Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent and of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the terms of the trust presents mutatis mutandis on the terms provided in this Agreement (save that the Bond Trustee's liability under any provisions thereof for the indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent shall be deemed limited to the amounts for the time being held by the Bond Trustee on the trusts of the trust presents relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by them in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or
(b) by notice in writing to the LLP require it to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Calculation Agent and with effect from the issue of any Agent such notice to advance its own funds in the performance of its duties hereunderLLP.
11.8 5.4 In relation to each issue of Relevant Covered Bonds, the Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and the Terms and Conditions and no implied duties or obligations shall be read into this Agreement or the Terms and Conditions against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstances.
5.5 The Agents Calculation Agent may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers.
11.9 5.6 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer, the Guarantors or the Bond Trustee or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agenton written instructions from the Issuer, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Guarantors or the Agents hereunder are several and not jointBond Trustee.
11.10 5.7 The AgentsCalculation Agent and any of its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Covered Bonds, Receipts or Coupons (if any) with the same rights that the Agents it or he would have it they had if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunderIssuer or the Guarantors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the Guarantors as freely as if the Calculation Agent were not appointed under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay (1) Subject as provided in subclause (3) of this clause the Fiscal Agent shall be entitled to deal with money paid to it by Gillxxxx xxx the Agents purposes of this Agreement in the same manner as other money paid to a remuneration for all services rendered hereunder banker by its customers and shall not be liable to account to Gillxxxx xxx any interest or other mounts in respect of the Agents money. No money held by any Paying Agent need be segregated except as required by law or contemplated in subclause (2) of this clause.
(2) In acting under this Agreement and in connection with the Notes together and the Coupons the Paying Agents shall act solely as agents of Gillxxxx xxx will not assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed upon of the owners or holders of the Notes or the Coupons, except that funds received by the Paying Agents for the payment of any sums due in respect of any Notes and Coupons shall be held by them on trust for the Issuerrelevant Noteholders and Couponholders, as the case may be, until the expiration of the relevant period under Condition 13.
11.2 The Issuer will indemnify and hold harmless each (3) No Paying Agent shall exercise any right of set-off or lien against Gillxxxx xx any holders of Notes or Coupons in respect of any moneys payable to or by it under the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry terms of this Agreement.
11.5 (4) Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by Gillxxxx, xxch of the Paying Agents shall be entitled to treat the holder of any Notes or Coupon as the absolute owner for all purposes (whether or not the Notes or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Notes or Coupon or any notice of previous loss or theft of the Notes or Coupon or trust or other interest therein).
(5) The Paying Agents shall be obliged to perform such duties and only such duties as are set out in this Agreement and the Notes and no implied duties or obligations shall be read into this Agreement or the Notes against the Paying Agents. -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
(6) The Fiscal Agent may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers.
(7) Each of the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction instruction, request or communication order from the Issuer Gillxxxx xx any other Paying Agent, or any Notes or Coupon, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile, telex or other paper or document which it reasonably believed by it believes to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with or upon written instructions from Gillxxxx.
(8) Any of the provisions hereofPaying Agents, except such as may result from its own negligence or wilful misconduct or that of its their officers, directors, employees or agentscontrolling persons may become the owner of, or acquire any interest in, Notes or Coupons with the same rights that it or he would have if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with Gillxxxx, xxd may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or other obligations of Gillxxxx, xx freely as if the Paying Agent were not appointed under this Agreement.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and (9) The Fiscal Agent shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder under this Agreement which it expects will result in any expense or liability of such Agentaccruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 11.1 10.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Subordinated Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 10.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's ’s appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 10.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 10.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 10.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents. An Agent may refrain, without liability, from acting pursuant to any instruction if it determines that such instruction is equivocal, conflicting or unclear.
11.6 10.6 In acting hereunder and in connection with the Subordinated Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditionsthem. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 10.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 10.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 10.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 10.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Subordinated Notes with the same rights that the Agents would have it they were not the Agents hereunder.
10.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 1 contract
Samples: Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's ’s appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 1 contract
Samples: Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 12.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon in a fee letter dated July 20, 2016 and executed by the Agents and the Issuer.
11.2 12.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's ’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful willful misconduct on the part of such Agent.
11.3 12.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful willful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any special, indirect, punitive or consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 12.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 12.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 12.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 12.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 12.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 12.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The Agents shall not be required to give any bond or surety in respect of the performance of their powers and duties hereunder. The obligations of the Agents hereunder are several and not joint.
11.10 12.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
12.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment. In the event that the Issuer determines in 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 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 deduction 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 Agreement and the Indenture. The Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganization. For the avoidance of doubt, withholding under the Foreign Account Tax Compliance Act is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 12.11.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's ’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 1 contract
Samples: Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered 15.1 In acting hereunder by the Agents and in connection with the Notes together with Warrants, each Agent shall act solely as agent of the Issuer and, where the Issuer is CGMFL, the CGMFL Guarantor. No Agent shall have any expenses incurred obligation towards or duty to, or any relationship of agency or trust for or with, any Warrantholder and each of them shall be responsible only for performance of the duties and obligations expressly imposed upon it in this Agreement and in the Global Warrant or any Private Placement Definitive Warrant, as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each appropriate, or reasonably arising as a consequence thereof or in relation thereto. None of the Agents against shall be under any loss, liability or expense which it may incur or obligation to take any claim, action or demand hereunder which may involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. All of the Agents’ determinations and calculations under this Agreement and/or as contemplated in the Conditions of any Warrants shall (save in the case of manifest error) be made against it resulting from the negligence or wilful misconduct final, conclusive and binding on the part of Issuer and, where the Issuer (is CGMFL, the CGMFL Guarantor and the Warrantholders. Any such determination or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred calculation shall be notified by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such relevant Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer and, where the Issuer is CGMFL, the CGMFL Guarantor and (a) in respect of all Warrants except those represented by a Rule 000X Xxxxxx Xxxxxxx held by a Custodian on behalf of DTC or any other person for any consequential loss (being loss of businessby a Private Placement Definitive Warrant, goodwill, opportunity or profit) even if advised to the possibility Principal Warrant Agent (where the relevant Agent is not the Principal Warrant Agent), (b) in respect of Warrants represented by Rule 144A Global Warrants held by a Custodian on behalf of DTC, to the New York Warrant Agent (where the relevant Agent is not the New York Warrant Agent) and (c) in respect of Private Placement Definitive Warrants, to the Definitive Warrant Agent (where such Agent is not the Definitive Warrant Agent) provided that failure to give any such notification shall not affect the validity of the relevant determination or calculation.
15.2 Each Agent may consult as to legal matters with legal advisers satisfactory to it and to the Obligors and the written opinion of such loss legal advisers shall be full and complete authorisation and protection in respect of any action taken or damagesomitted to be taken by it hereunder in good faith and in accordance with the opinion of such legal advisers.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 15.3 Each of the Agents Agent shall be protected and shall incur no liability for or in respect of any action taken, taken in good faith or omitted to be taken in good faith or anything suffered by it in reliance upon any instruction or communication from the Issuer Warrant or any notice, direction, consent, instruction, certificate, affidavit, statement, account or other paper or document reasonably believed by it to be genuine and to have been delivered, presented or signed or sent by the proper party or parties parties. Each Agent may refrain from acting in accordance with an instruction if such Agent determines that (i) the provisions hereofinstruction is unclear, except equivocal, or conflicting or (ii) acting upon such as may result from its own negligence or wilful misconduct or instruction would be contrary to applicable law; provided that if any Agent does make such determination, it shall promptly advise the instructing party of its officers, employees or agentsdetermination.
11.6 In acting hereunder 15.4 Each Agent and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, employees may become the owner owners of, or acquire any interest in, any Notes Warrants, with the same rights that as any other owner or holder, and may engage or be interested in any business transaction with any of the Agents would have Obligors or any subsidiary or holding company of any of the Obligors without being liable to account to any Warrantholder or any of the Obligors for any resulting profit, and may act on, or as depositary, trustee or agent for, any committee or body of Warrantholders or other obligations of any of the Obligors or any such subsidiary or holding company as freely as if it they were not an Agent or officer or employee of an Agent, as the case may be.
15.5 Notwithstanding anything else herein contained, the Principal Warrant Agent, the New York Warrant Agent, the Definitive Warrant Agent, the Registrar and the Authentication Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it, Germany and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.
15.6 None of the Warrant Agents hereundershall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Warrants, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Warrants has occurred.
Appears in 1 contract
Samples: Master Warrant Agreement
CONDITIONS OF APPOINTMENT. 11.1 The obligations of the Agents hereunder shall be several, and not joint.
11.2 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred as separately agreed upon in connection with their appointment or the exercise of their powers and duties hereunder.
11.3 The parties to this Agreement agree that, at the request of the relevant Agent, the fees and expenses may be reviewed from time to time in accordance with such Agent’s then current fee levels. In addition, each Agent reserves the right to charge the Issuer additional fees and expenses in respect of the performance by such Agent of any additional services requested by the Agents Issuer and the Issuernot provided for in this Agreement.
11.2 11.4 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability liability, expense (including legal fees) or expense claim which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's its appointment or the exercise of its powers power and duties hereunder without hereunder, except such as may result from such Agent’s own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 11.5 Each Agent will indemnify and hold harmless the Issuer against any loss, liability liability, expense (including legal fees) or expense incurred by claim which the Issuer may incur or any claim, action or demand which may be made against the Issuer it resulting from the negligence or wilful willful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.6 The indemnity provisions under Clauses 11.4 The indemnities above and 11.5 shall survive the termination or expiry of this Agreement.
11.5 11.7 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the legal or other professional opinion of such advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with such opinion.
11.8 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own negligence or wilful willful misconduct or that of its officers, employees or agents.
11.6 11.9 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersRegistered Holder or the Holders, and shall not have any obligation towards them them; except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment (i) if in U.S. dollars to, or to the Noteholders order of, the Registered Holder, or (ii) if in a currency other than U.S. dollars, to the accounts specified by DTC, but need not be segregated from other funds, except as required by law and as set forth herein and in the Conditions, and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 11.10 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 1 contract
Samples: Fiscal Agency Agreement (KfW)
CONDITIONS OF APPOINTMENT. 11.1 (1) The Issuer will pay Agent, the Registrar, the Exchange Agent, any Settlement Agent and each Paying Agent or Transfer Agent shall be entitled to the Agents a remuneration for all services rendered hereunder by the Agents in connection deal with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which money paid to it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) that it shall not exercise any claimright of set-off, action lien or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent similar claim in respect thereof;
(or such Agent's officers, employees or agentsb) and arising out of or as provided in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent sub-clause (2) ; and
(c) that it shall not be liable to account to the Issuer or any other person the Guarantor, as the case may be, for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damagesinterest thereon.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 (2) In acting hereunder and in connection with the Notes, the Agents do Agent, the Paying Agents, the Transfer Agents, the Exchange Agent, the Registrar and any Settlement Agent shall act solely as agents of the Issuer and the Guarantor and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons, except that all amounts held by the Agent, the Paying Agents, the Exchange Agent, the Registrar or any Settlement Agent for payment or delivery to the Noteholders, Couponholders and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes Receiptholders shall be held exclusively for the benefit of and for payment in trust, to the Noteholders and shall be applied as set forth herein, but need not be segregated from other amounts except as required by law. -------------------------------------------------------------------------------- 48 --------------------------------------------------------------------------------
(3) Each of the Agent, the Paying Agents, the Transfer Agents, the Exchange Agent, the Registrar and any Settlement Agent hereby undertake to the Issuer and the Guarantor to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein and in the Conditions. Except as otherwise required by applicable lawConditions and in the Procedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent, the Paying Agents, the Transfer Agents, the Exchange Agent, the Registrar or any Settlement Agent will be required other than the duty to segregate any funds held by it hereunder from any act honestly and in good faith and to exercise the diligence of its other fundsa reasonably prudent agent in comparable circumstances.
11.7 Nothing herein shall be deemed to require any (4) The Agent to advance its own funds in and the performance of its duties hereunder.
11.8 The Agents Registrar may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents (5) Each of the Agent, the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar shall be obliged protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, facsimile transmission or other paper or document which it reasonably believes to perform such duties be genuine and only such duties as are herein specifically set forthto have been delivered, and no implied duties signed or obligations shall be read into this Agreement against sent by the Agents. No proper party or parties or upon written instructions from the Issuer or the Guarantor.
(6) Any Settlement Agent shall be under any obligation to take protected and shall incur no liability for or in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Guarantor or any Transfer Notice or other notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, facsimile transmission or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability sent by the proper party or parties or upon written instructions from the Issuer or the Guarantor.
(7) Any of such the Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Paying Agents, their affiliates the Transfer Agents, the Exchange Agent, the Registrar or any Settlement Agent and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they if the Agent, the relevant Paying Agent or Transfer Agent concerned, the Exchange Agent, the Registrar or any Settlement Agent, as the case may be, were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Agent, the relevant Paying Agent or Transfer Agent, the Exchange Agent, the Registrar or the Settlement Agent, as the case may be, were not appointed hereunder.
(8) The Issuer and the Guarantor shall provide the Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent and the Registrar immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent and the Registrar that such person has been so authorised.
Appears in 1 contract
Samples: Note Issuance Agreement (Bear Stearns Companies Inc)
CONDITIONS OF APPOINTMENT. 11.1 9.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred in connection with their appointment or the exercise of their powers and duties hereunder; all as separately agreed upon by the Agents and the Issuer.
11.2 9.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's its appointment or the exercise of its powers power and duties hereunder without hereunder, except such as may result from such Agent's own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 9.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful willful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding .
9.4 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the foregoing, under no circumstances will any Agent be liable to the Issuer legal or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility professional opinion of such loss advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or damagessuffered hereunder in good faith and in accordance with such opinion.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 9.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own negligence or wilful willful misconduct or that of its officers, employees or agents.
11.6 9.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersHolders, and shall not have any obligation towards them them; except that all funds held by the Fiscal Paying Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders Holders, but need not be segregated from other funds, except as required by law and as set forth herein and in the Conditions, and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.KfW Agency Agreement
11.7 9.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 11.1 14.1 The obligations of the Agents hereunder shall be several, and not joint.
14.2 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred in connection with their appointment or the exercise of their powers and duties hereunder; all as separately agreed upon by the Agents and the Issuer.
11.2 14.3 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's its appointment or the exercise of its powers power and duties hereunder without hereunder, except such as may result from such Agent’s own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 14.4 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful willful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 14.5 The indemnities above indemnity provisions under Clauses 14.3 and 14.4 shall survive the termination or expiry of this Agreement.
11.5 14.6 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the legal or other professional opinion of such advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with such opinion.
14.7 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own negligence or wilful willful misconduct or that of its officers, employees or agents.
11.6 14.8 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersHolders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsthem.
11.7 14.9 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 1 contract
Samples: Agency Agreement (KfW)
CONDITIONS OF APPOINTMENT. 11.1 8.1 The Issuer will pay to the London Agents a remuneration for all services rendered hereunder by the London Agents in connection with the Notes together with any expenses incurred as only to the extent separately agreed upon by the London Agents and the Issuer.
11.2 8.2 The Issuer will indemnify and hold harmless each of the London Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful willful misconduct on the part of the Issuer (or its officers, employees or agents (other than the London Agents and their officers, employees, and agents)) and arising out of or in connection with such London Agent's appointment or the exercise of its powers and duties hereunder without gross negligence or wilful willful misconduct on the part of such London Agent.
11.3 8.3 Each London Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful willful misconduct on the part of such London Agent (or such London Agent's officers, employees or agents) and arising out of or in connection with such London Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 8.4 The indemnities above shall survive the termination or expiry expiration of this Agreement.
11.5 8.5 Each of the London Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful willful misconduct or that of its officers, employees or agents.
11.6 8.6 In acting hereunder and in connection with the Notes, the London Agents do not assume any relationship of agency and trust for the Noteholdersholders of the Notes, and shall not have any obligation towards them except that all funds held by the Fiscal London Paying Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders holders of the Notes and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 8.7 Notwithstanding anything to the contrary contained in this Clause 8, (a) no London Agent shall be liable for the loss, theft, destruction or damage of any Note, unless such loss, theft, destruction or damage is the result of such London Agent's gross negligence or willful misconduct, and (b) no London Agent shall have any liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, loss of profits, whether or not foreseeable) suffered by the Issuer in connection with the transactions contemplated by and the relationship established by this Agreement even if such London Agent has been advised as to the possibility of the same, except in the event of a determination of fraud on the part of such London Agent in a non-appealable judgment of a court having jurisdiction.
8.8 Nothing herein shall be deemed to require any London Agent to advance its own funds in the performance of its duties hereunder.
11.8 8.9 The London Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the advice or opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the advice or opinion of such advisers.
11.9 8.10 The London Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the London Agents. No London Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such London Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 8.11 The Agents, their affiliates London Agents and their respective officers officers, employees and employeesaffiliates, in their individual or any other capacity, may become the owner owners of, or acquire any interest in, any Notes with the same rights that the London Agents would have it if they were not the London Agents hereunder.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 11.1 9.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes Notes, together with any expenses incurred as only to the extent separately agreed upon by the Agents and the Issuer.
11.2 9.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful willful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful willful misconduct on the part of such Agent.
11.3 9.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful willful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 9.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 9.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful willful misconduct or that of its officers, employees or agents.
11.6 9.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, holders of the Notes and shall not have any obligation towards them except that all funds held by the Fiscal a Paying Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders holders of the Notes and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 9.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 9.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the advice or opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the advice or opinion of such advisers.
11.9 9.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the AgentsAgent. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 9.10 The Agents, their affiliates Agents and their respective officers officers, employees and employeesaffiliates, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it if they were not the Agents hereunder.
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CONDITIONS OF APPOINTMENT. 11.1 10.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 10.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's ’s appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 10.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's ’s officers, employees or agents) and arising out of or in connection with such Agent's ’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 10.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 10.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents. An Agent may refrain, without liability, from acting pursuant to any instruction if it determines that such instructions is equivocal, conflicting or unclear.
11.6 10.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 10.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 10.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 10.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 10.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
Appears in 1 contract
Samples: Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent's appointment or the exercise of its powers and duties hereunder without negligence or wilful misconduct on the part of such Agent.
11.3 22.1 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
22.1.1 that it shall not exercise any right of set-off, lien or any claim, action or demand which may be made against the Issuer resulting from the negligence or wilful misconduct on the part of such Agent (or such Agent's officers, employees or agents) and arising out of or similar claim in connection with such Agent's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent respect thereof;
22.1.2 as provided in Subclause 22.2 below;
22.1.3 that it shall not be liable to account to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised interest thereon; and
22.1.4 money held by it need not be segregated except as required by law.
22.2 Without prejudice to the possibility provisions of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or Clause 30, in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own negligence or wilful misconduct or that of its officers, employees or agents.
11.6 In acting hereunder and in connection with the Notes, each Agent shall act solely as agent of the Agents do Issuer and will not thereby assume any obligations towards fiduciary duties, or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes or Coupons.
22.3 Each Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall not have be obliged to perform such duties and only such duties, as are herein (including Schedule 11 in the case of the Principal Paying Agent), in the Conditions and the Procedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes against any obligation towards them except Agent. Each of the Agents (other than the Principal Paying Agent) agrees that all funds held if any information that is required by the Fiscal Principal Paying Agent for payment of principal of or interest on to perform the Notes shall be held exclusively for the benefit of and for payment duties set out in Schedule 11 becomes known to it, it will promptly provide such information to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsPrincipal Paying Agent.
11.7 Nothing herein shall be deemed to require any 22.4 The Principal Paying Agent to advance its own funds in and the performance of its duties hereunder.
11.8 The Agents may Registrar may, having first consulted with the Issuer, consult with legal and other professional advisers selected in good faith and satisfactory to them of reputable standing and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 22.5 Each Agent shall be under any obligation to take protected and shall incur no liability for or in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, fax or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such Agent, sent by the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of proper party or parties or upon written instructions from the Agents hereunder are several and not jointIssuer.
11.10 The Agents22.6 Any Agent and its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes or Coupons with the same rights (but without prejudice to any limitations which might apply in any other capacity) that it or such person would have if the Agent concerned were not appointed hereunder, and may engage or be interested in (subject as aforesaid) any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Agent were not appointed hereunder.
22.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that such person has been so authorised.
22.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof).
22.9 In the event that the Agents Agent receives conflicting, unclear or equivocal instructions, the Agent as the case may be shall be entitled not to take any action until such instructions have been resolved or clarified to its satisfaction and the Agent shall not be or become liable in any way to any person for any failure to comply with any such conflicting, unclear or equivocal instructions. The Agent shall promptly request the Issuer to clarify such conflicting, unclear or equivocal instructions.
22.10 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would have or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to The Netherlands, the United States of America or any jurisdiction forming a part of it they were not and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. The Agent shall promptly notify the Agents hereunder.Issuer in the event it refrains from taking any action pursuant to this clause. 23 Communication between the Parties
Appears in 1 contract
Samples: Agency Agreement
