Common use of Conversion of Currency Clause in Contracts

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 10 contracts

Samples: Indenture (Energy Fuels Inc), Indenture (Energy Fuels Inc), Indenture (Kimber Resources Inc.)

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Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-winding up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 10 contracts

Samples: Indenture (Profound Medical Corp.), Indenture (Electrovaya Inc.), Indenture (Colliers International Group Inc.)

Conversion of Currency. (a) The Company Corporation covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (iA) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency any Currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Currency of the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (be, unless a court shall otherwise determine).; and (iiB) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (iA) above is given or an order of enforcement is made, as the case may be (be, or such other date as a court shall determine), and the date of receipt of the amount due, the Company Corporation shall pay such additional (additional, or, as the case may be, such lesser) , amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b2) In the event of the winding-up of the Company Corporation at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Corporation shall indemnify and hold the Holders of Securities and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1A) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (Indenture, other than under this Subsection (bSection 1.15(2)) , is calculated for the purposes of such winding-up, up and (2B) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) Section 1.15(2), the final date for the filing of proofs of claim in the winding-up of the Company Corporation shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Corporation may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c3) The obligations contained in Subsections (a)(iiSections 1.15(1)(B) and (b1.15(2) of this Section shall constitute separate and independent obligations of the Company Corporation from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the CompanyCorporation, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them applicable Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Corporation for a liquidated sum in respect of amounts due hereunder (hereunder, other than under Subsection (bSection 1.15(2) above) , or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trusteesapplicable Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Corporation or its the applicable liquidator. In the case of Subsection (bSection 1.15(2) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (4) The term “rate(s) of exchange” shall mean: (i) in the case that either the Required Currency or the Judgment Currency is in Canadian dollars, the Bank of Canada daily average exchange rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported on the “Daily Exchange Rates” page of the website of the Bank of Canada, or by such other means of reporting the Bank of Canada daily average exchange rate as may be agreed upon by each of the parties to this Indenture; or (ii) in all other cases, the rate at which in accordance with normal banking procedures the U.S. Trustee could purchase, in the City of New York, the Required Currency with the Judgment Currency on the relevant date, and, in each case, includes any premiums and costs of exchange payable.

Appears in 8 contracts

Samples: Indenture (Algonquin Power & Utilities Corp.), Indenture (Algonquin Power & Utilities Corp.), Indenture (Algonquin Power & Utilities Corp.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”"judgment currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the "Base Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 116 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 6 contracts

Samples: Indenture (Rogers Wireless Inc), Indenture (Rogers Wireless Inc), Indenture (Rogers Wireless Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 116 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by The Toronto-Dominion Bank at its central foreign exchange desk in its head office in Toronto at 12:00 noon (Toronto, Ontario time) for purchases of the Base Currency with the judgment currency other than the Base Currency referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable.

Appears in 5 contracts

Samples: Indenture (Rogers Communications Inc), Indenture (Rogers Communications Inc), Indenture (Rogers Communications Inc)

Conversion of Currency. (a) The Company Corporation covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Corporation shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company Corporation at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Corporation shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company Corporation shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Corporation may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company Corporation from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the CompanyCorporation, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Corporation for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Corporation or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 5 contracts

Samples: Indenture (Nutrien Ltd.), Indenture (Nutrien Ltd.), Indenture (Agrium Inc)

Conversion of Currency. (a) The Company Issuer covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series Notes and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuer shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company Issuer at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Issuer shall indemnify and hold the Holders of Notes and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company Issuer shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuer may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company Issuer from its other obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the CompanyIssuer, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Issuer for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Issuer or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the daily average rate of exchange quoted by The Bank of Canada on its website, or such other Canadian chartered bank as may be designated in writing by the Issuer to the Trustee from time to time, at its central foreign exchange desk in its main office in Toronto on the relevant date for purchases of the Required Currency with the Judgment Currency and includes any premiums and costs of exchange payable.

Appears in 4 contracts

Samples: Indenture (Electra Battery Materials Corp), Indenture (Electra Battery Materials Corp), Indenture (Electra Battery Materials Corp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 4 contracts

Samples: Indenture (Field Trip Health Ltd.), Indenture (Denison Mines Corp.), Indenture (Denison Mines Corp.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture:. (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection paragraph (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection paragraph (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections paragraph (a)(ii) and (b) of this Section 12.13 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection paragraph (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection paragraph (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 4 contracts

Samples: Indenture (Videotron Ltee), Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture:. (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b2) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection paragraph (b2)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection paragraph (b) 2), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c3) The obligations contained in Subsections paragraph (a)(ii1)(ii) and (b2) of this Section 12.10 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection paragraph (b2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection paragraph (b2) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 4 contracts

Samples: Indenture (Videotron Ltee), Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)

Conversion of Currency. (a1) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (ia) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iib) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b2) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1a) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (bSection 1.14(2)) is calculated for the purposes of such winding-up, up and (2b) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (bSection 1.14(2) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c3) The obligations contained in Subsections (a)(iiSection 1.14(1)(a) and (b2) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 1.14(2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (bSection 1.14(2) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (4) The term “rate(s) of exchange” shall mean the Bank of Canada indicative rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported on the “Exchange Rates” page of the website of the Bank of Canada (or such other means of reporting the Bank of Canada indicative rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 3 contracts

Samples: Indenture (Valens Company, Inc.), Indenture (Cardiol Therapeutics Inc.), Indenture (Cardiol Therapeutics Inc.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this IndentureDebenture: (i) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the "Base Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this IndentureDebenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1i) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities and this Indenture Debenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 114 shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this IndentureDebenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any the Holder or the Trustees or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 3 contracts

Samples: Convertible Subordinated Debenture (Hub International LTD), Convertible Subordinated Debenture (Hub International LTD), Debenture (Hub International LTD)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture:. (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection paragraph (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection paragraph (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections paragraph (a)(ii) and (b) of this Section 12.13 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection paragraph (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection paragraph (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by Royal Bank of Canada at its central foreign exchange desk in its head office in Montréal at 12:00 noon (Montréal, Québec time) for purchases of the Base Currency with the judgment currency other than the Base Currency referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable.

Appears in 3 contracts

Samples: Indenture (Videotron Ltee), Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)

Conversion of Currency. (a) The Company Each of the Corporation and the Guarantor covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities Securities, the Guarantee and this IndentureIndenture to the fullest extent permitted by applicable law: (iA) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency any Currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Currency of the Securities of any series series, the Guarantee and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (be, unless a court shall otherwise determine).; and (iiB) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (iA) above is given or an order of enforcement is made, as the case may be (be, or such other date as a court shall determine), and the date of receipt of the amount due, the Company Corporation or the Guarantor, as the case may be, shall pay such additional (additional, or, as the case may be, such lesser) , amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b2) In the event of the winding-up of the Company Corporation or the Guarantor at any time while any amount or damages owing under the Securities Securities, the Guarantee and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Corporation or the Guarantor, as the case may be, shall indemnify and hold the Holders of Securities and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1A) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities Securities, the Guarantee and this Indenture (Indenture, other than under this Subsection (bSection 1.15(2)) , is calculated for the purposes of such winding-up, up and (2B) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) Section 1.15(2), the final date for the filing of proofs of claim in the winding-up of the Company Corporation or the Guarantor, as the case may be, shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Corporation or the Guarantor, as the case may be, may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c3) The obligations contained in Subsections (a)(iiSections 1.15(1)(B) and (b1.15(2) of this Section shall constitute separate and independent obligations of the Company Corporation or the Guarantor, as the case may be, from its other obligations under the Securities Securities, the Guarantee and this Indenture, shall give rise to separate and independent causes of action against the CompanyCorporation and the Guarantor, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them applicable Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Corporation or the Guarantor for a liquidated sum in respect of amounts due hereunder (hereunder, other than under Subsection (bSection 1.15(2) above) , or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trusteesapplicable Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Corporation, the Guarantor or its the applicable liquidator. In the case of Subsection (bSection 1.15(2) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 3 contracts

Samples: Indenture (Hydro One Holdings LTD), Indenture (Hydro One LTD), Indenture (Hydro One LTD)

Conversion of Currency. (a) The Company Issuer covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency any other Currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuer shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company Issuer at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Issuer shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company Issuer shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuer may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company Issuer from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the CompanyIssuer, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Issuer for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Issuer or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 3 contracts

Samples: Indenture (Brookfield Canada Office Properties), Indenture (Brookfield Canada Office Properties), Indenture (Brookfield Office Properties Canada)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or of evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 3 contracts

Samples: Indenture (North American Palladium LTD), Indenture (North American Palladium LTD), Indenture (North American Palladium LTD)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (ia) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any countrycourt, it becomes is necessary to convert into a currency (the “Judgment Currency”) an amount sum due under this Indenture or contingently due in any other currency under the Securities of any series Notes from one currency into another currency, the Company has agreed and this Indenture (each Holder agrees, to the “Base Currency”)fullest extent that the Company and each Holder may effectively do so, then the conversion shall be made at that the rate of exchange prevailing used shall be the rate at which, in accordance with normal banking procedures, such Holder could purchase the first currency with such other currency in the city that is the principal financial center of the country of issue of the first currency on the day, two Business Day before Days preceding the day on which a final judgment is given or the order of enforcement given, which is made, as the case may be (unless also a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to banks are open in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally dueArgentina. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1i) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities Notes and this Indenture (other than under this Subsection clause (b)) is calculated for the purposes of such winding-up, up and (2ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection clause (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to before payment by the liquidator or otherwise in respect thereto. (c) The obligations contained To the extent permitted by applicable law, the Company’s obligation in Subsections respect of any sum payable by the Company to a Holder shall, notwithstanding any judgment in a currency, (a)(ii) and (b) the Judgment Currency), other than that in which such sum is denominated in accordance with the applicable provisions of this Section Indenture, (the Security Currency), be discharged only to the extent that on the Business Day following receipt by such Holder of any sum adjudged to be so due in the Judgment Currency, such Holder may in accordance with normal banking procedures purchase the Security Currency with the Judgment Currency. If the amount of the Security Currency so purchased is less than the sum originally due to such Holder in the Security Currency, determined in the manner set forth above, the Company has agreed, as a separate obligation and notwithstanding any such judgment, to indemnify such Holder against such loss, and if the amount of the Security Currency so purchased exceeds the sum originally due to such Holder, such Holder agrees to remit to the Company such excess; provided that such Holder shall constitute separate have no obligation to remit any such excess as long as the Company shall have failed to pay such Holder any obligation due and independent payable under this Indenture in which case any such excess may be applied to such obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder Indenture or the Trustees or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distributionNotes.

Appears in 3 contracts

Samples: Indenture (Edenor), Indenture (Edenor), Indenture (Edenor)

Conversion of Currency. (a) The Company Each of the Issuer, Co-Issuer and each Guarantor covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes, Guarantees and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities Notes of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuer, Co-Issuer and Guarantors, as applicable, shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of any of the Company Issuer, Co-Issuer or Guarantors at any time while any amount or damages owing under the Securities Notes, Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Co-Issuers and the Guarantors shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities Notes, Guarantees and this Indenture (other than under this Subsection subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection subsection (b) the final date for the filing of proofs of claim in the winding-up of any of the Company Issuer, Co-Issuer or Guarantors shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuer, Co-Issuer or Guarantors, as applicable may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections subsections (a)(ii) and (b) of this Section 118 shall constitute separate and independent obligations of the Company each of the Issuer, Co-Issuer and each Guarantor from its other obligations under the Securities Notes, Guarantees and this Indenture, shall give rise to separate and independent causes of action against the CompanyIssuer, Co-Issuer or Guarantors, as applicable, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Issuer, Co-Issuer or Guarantors, as applicable, for a liquidated sum in respect of amounts due hereunder (other than under Subsection subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Issuer, Co-Issuer or Guarantors, as applicable or its liquidator. In the case of Subsection subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 3 contracts

Samples: Indenture (Telesat Canada), Indenture (Telesat Canada), Indenture (Telesat Canada)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this Indenture: (i1) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency any other Currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange (as defined below) prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii2) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) . In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order order, rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)2) above) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b2) above the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) . The obligations contained in Subsections (a)(ii1) and (b2) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, Company shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b2) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Teck Metals Ltd.), Indenture (Teck Cominco LTD)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 116 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Rogers Communications Inc), Indenture (Rogers Communications Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture:. (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection paragraph (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection paragraph (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections paragraph (a)(ii) and (b) of this Section 11.13 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection paragraph (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection paragraph (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Quebecor Media Inc), Indenture (Quebecor Media Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities its Guarantee and this Indenture: (ia) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)United States Dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) . If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency United States Dollars originally due.; (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities its Guarantee and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Notes and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency United States Dollars due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.; (c) The obligations contained in Subsections (a)(iia) and (b) of this Section 12.11 shall constitute separate and independent obligations of the Company from its other obligations under the Securities its Guarantee and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.; and

Appears in 2 contracts

Samples: Indenture (Cott Corp /Cn/), Indenture (Cott Corp /Cn/)

Conversion of Currency. (a) The Company Corporation covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) : If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day in such country before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) . If there is a change in the rate of exchange prevailing between the Business Day in such country before the day on which the judgment referred to in (i1) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Corporation shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company Corporation at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Corporation shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company Corporation shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Corporation may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iia)(2) and (b) of this Section shall constitute separate and independent obligations of the Company Corporation from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the CompanyCorporation, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Corporation for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Corporation or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Ovintiv Inc.), Indenture (Ovintiv Inc.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture:. (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection paragraph (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection paragraph (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections paragraph (a)(ii) and (b) of this Section 11.10 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection paragraph (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection paragraph (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Quebecor Media Inc), Indenture (Quebecor Media Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)Section 1.19(b) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (bSection 1.19(b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iiSection 1.19(a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 1.19(b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) aboveSection 1.19(b), the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Endeavour Silver Corp), Indenture (Endeavour Silver Corp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency Currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base "Required Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). The Trustee shall have no liability or responsibility to exchange or convert any Currency. (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee and any agents harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the Bank of Canada indicative rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported on the "Exchange Rates" page of the website of Bank of Canada (or such other means of reporting the Bank of Canada indicative rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (Northern Dynasty Minerals LTD), Trust Indenture (Taseko Mines LTD)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (ia) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due under any Securities or contingently due this Indenture in any currency other than the judgment currency under the Securities of any series and this Indenture (the “Base CurrencyCurrency Due”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iib) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount originally due in the Base Currency originally dueDue. (bc) In the event of the winding-up of the Company at any time while any amount or damages owing under the any Securities of a series and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of such Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency due Due or contingently due under the such Securities and this Indenture (other than under this Subsection (bSection 1.16(c)) is calculated for the purposes of such winding-up, and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) Section 1.16(c), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (cd) The obligations contained in Subsections (a)(iiSections 1.16(a) and (b1.16(b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time time, and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) aboveSection 1.16(b)) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection (b) aboveSection 1.16(b), the amount of such deficiency shall not be deemed to be increased or reduced reduced, as the case may be, by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Brookfield Asset Management Ltd.), Subordinated Indenture (Brookfield Asset Management Ltd.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (iA) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other the payment currency under the Securities of any series and this Indenture (the “Base Currencypayment currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iiB) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency payment currency originally due. (bii) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency payment currency due or contingently due under the Securities and this Indenture (other than under this Subsection (bii)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) ii), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (ciii) The obligations contained in Subsections (a)(iii)(B) and (bii) of this Section 114 shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bii) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection (bii) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (iv) The term “rate(s) of exchange” shall mean the noon rate of exchange quoted by the Bank of Canada for purchases of the payment currency with the judgment currency other than the payment currency referred to in Subsections (i) and (ii) above and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (Nova Chemicals Corp /New), Indenture (Nova Chemicals Corp /New)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the "Base Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Uranium Energy Corp), Indenture (Uranium Energy Corp)

Conversion of Currency. (a) The Company covenants and agrees the Guarantors covenant and agree that the following provisions shall apply to conversion of currency in the case of the Securities and Notes, this Indenture, the Security Documents and any other Notes documents: (ia) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) . If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company or the Guarantors, as the case may be, shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities and Notes, this Indenture Indenture, the Security Documents or any other Notes documents (other than under this Subsection paragraph (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection paragraph (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections paragraph (a)(iia) and (b) of this Section 13.17 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities and Notes, this Indenture, the Security Documents and any other Notes documents, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection paragraph (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection paragraph (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Cenveo, Inc), Indenture (Cenveo, Inc)

Conversion of Currency. (a) 6.3.1 The Company covenants and agrees that the following provisions set out in this Section 6.3 shall apply to conversion of currency in the case of the Securities Bonds and this Indenture: (ia) If if for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"judgment currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)euros, then the conversion shall be made at the rate of exchange prevailing on the Business Day business day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).; and (iib) If if there is a change in the rate of exchange prevailing between the Business Day business day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency euros originally due. (b) 6.3.2 In the event of the winding-up of up, bankruptcy, reorganization or other similar event involving the Company at any time while any amount or damages owing under the Securities Bonds and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders holders of Bonds and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency euros due or contingently due under the Securities Bonds and this Indenture (other than under this Subsection (b)Section 6.3.2) is calculated for the purposes of such winding-up, bankruptcy, reorganization or other similar event and (2) the final date for the filing of proofs of claim in such winding-up, bankruptcy, reorganization or other similar event. For the purpose of this Subsection (b) Section 6.3.2 the final date for the filing of proofs of claim in the such winding-up of up, bankruptcy, reorganization or other similar event involving the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up up, bankruptcy, reorganization or other similar event prior to payment by the liquidator or otherwise in respect thereto. (c) 6.3.3 The obligations contained in Subsections (a)(ii) Sections 6.3.1 and (b) of this Section 6.3.2 shall constitute separate and independent obligations of the Company from its other obligations under the Securities Bonds and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder holder of Bonds or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) Section 6.3.2 above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders holders of Bonds or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) Section 6.3.2 above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. 6.3.4 The term "rate(s) of exchange" shall mean the rate of exchange (which rate shall be the average of the buy and sell rate) quoted by the Bank of Canada at 12:00 noon (Vancouver time) for conversion of euros into the judgment currency other than euros referred to in Sections 6.3.1 and 6.3.2 above and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Trust Indenture (Blue Earth Refineries Inc.), Trust Indenture (MFC Bancorp LTD)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i1) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii2) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i1) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iia)(2) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Encana Corp), Indenture (Encana Corp)

Conversion of Currency. (a) The Company Issuer covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series Notes and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuer shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company Issuer at any time while any amount or of damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Issuer shall indemnify and hold the Holders of Notes and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company Issuer shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuer may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 18.18 shall constitute separate and independent obligations of the Company Issuer from its other obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the CompanyIssuer, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Issuer for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Issuer or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the rate of exchange at which in accordance with normal banking procedures the Trustee or any Holder that seeks to obtain or enforce any such judgment described in clause (a)(i) above, as applicable, could purchase in The City of New York or Wilmington, Delaware, as applicable, the Required Currency with the Judgment Currency on the relevant date and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (Rockley Photonics Holdings LTD), Indenture (Rockley Photonics Holdings LTD)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency Currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the Bank of Canada daily average exchange rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada daily average exchange rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (New Gold Inc. /FI), Trust Indenture (Osisko Gold Royalties LTD)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture:. (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i1) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iia)(2) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating liquidated distribution.

Appears in 2 contracts

Samples: Indenture (Interoil Corp), Indenture (Interoil Corp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture:. (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b2) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection paragraph (b2)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection paragraph (b) 2), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c3) The obligations contained in Subsections paragraph (a)(ii1)(ii) and (b2) of this Section 12.11 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection paragraph (b2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection paragraph (b2) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (4) The term “rate(s) of exchange” shall mean the rate of exchange quoted by Royal Bank of Canada at its central foreign exchange desk in its head office in Montréal at 12:00 noon (Montréal, Québec time) for purchases of the Base Currency with the judgment currency other than the Base Currency referred to in paragraphs (1)(i) and (ii) above and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)

Conversion of Currency. (a1) The Company Issuer covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities Notes and this Indenture: (ia) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency any other Currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities Notes of any series Series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iib) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (ia) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuer shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b2) In the event of the winding-up of the Company Issuer at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Issuer shall indemnify and hold the Holders of Notes and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b2)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b2) the final date for the filing of proofs of claim in the winding-up of the Company Issuer shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuer may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c3) The obligations contained in Subsections (a)(ii1)(b) and (b2) of this Section shall constitute separate and independent obligations of the Company Issuer from its other obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the CompanyIssuer, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Issuer for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Issuer or its the liquidator. In the case of Subsection (b2) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Brookfield Renewable Corp), Indenture (Brookfield Renewable Partners L.P.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency any other Currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Thomson Reuters Corp /Can/), Indenture (Brookfield Properties Corp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”"JUDGMENT CURRENCY") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”"REQUIRED CURRENCY"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "RATE(S) OF EXCHANGE" shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (Husky Energy Inc), Indenture (Husky Energy Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate Rate of exchange Exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate Rate of exchange Exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency Currency, when converted at the rate Rate of exchange Exchange prevailing on the date of receipt receipt, will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders Holders, the Trustee and the Trustees Co-Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (bSection 1.19(b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (bSection 1.19(b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iiSections 1.19(a)(ii) and (b1.19(b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder Holder, the Trustee or the Trustees or either of them Co-Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 1.19(b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders Holders, the Trustee or the TrusteesCo-Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (bSection 1.19(b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “Rate(s) of Exchange” shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (Biovail Corp International), Indenture (Biovail Corp International)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base "Required Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (bSection 1.19(b)) , is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (bSection 1.19(b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iiSection 1.19(a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 1.19(b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "Rate(s) of Exchange" shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (Minefinders Corp Ltd.), Indenture (Minefinders Corp Ltd.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”"judgment currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the "Base Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 116 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the rate of exchange quoted by The Toronto-Dominion Bank at its central foreign exchange desk in its head office in Toronto at 12:00 noon (Toronto, Ontario time) for purchases of the Base Currency with the judgment currency other than the Base Currency referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (Rogers Cable Inc), Indenture (Rogers Wireless Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base "Required Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (Suncor Energy Inc), Indenture (Suncor Energy Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base "Required Currency"), then the conversion shall be made at the rate Rate of exchange Exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate Rate of exchange Exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency Currency, when converted at the rate Rate of exchange Exchange prevailing on the date of receipt receipt, will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders Holders, the Trustee and the Trustees Co-Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (bSection 1.19(b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (bSection 1.19(b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iiSections 1.19(a)(ii) and (b1.19(b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder Holder, the Trustee or the Trustees or either of them Co-Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 1.19(b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders Holders, the Trustee or the TrusteesCo-Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (bSection 1.19(b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "Rate(s) of Exchange" shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (Jaguar Mining Inc), Indenture (Jaguar Mining Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities its Guarantee and this Indenture: (ia) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) . If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency dollars originally due.; (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities its Guarantee and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Notes and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency dollars due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, ) and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.; (c) The obligations contained in Subsections (a)(iia) and (b) of this Section 12.10 shall constitute separate and independent obligations of the Company from its other obligations under the Securities its Guarantee and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.; and

Appears in 2 contracts

Samples: Indenture (Primo Water Corp /CN/), Indenture (Cott Corp /Cn/)

Conversion of Currency. (a) The Company Corporation covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) : If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day in such country before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) . If there is a change in the rate of exchange prevailing between the Business Day in such country before the day on which the judgment referred to in (i1) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Corporation shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company Corporation at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Corporation shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company Corporation shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Corporation may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iia)(2) and (b) of this Section shall constitute separate and independent obligations of the Company Corporation from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the CompanyCorporation, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Corporation for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Corporation or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported on the “Exchange Rates—Daily noon rates” page of the website of Bank of Canada (or by such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 2 contracts

Samples: Indenture (Encana Corp), Indenture (Encana Corp)

Conversion of Currency. (a1) The Company covenants and agrees that the following provisions and the provisions of Section 1.14(2) shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (ia) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency any other Currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base "Required Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iib) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b2) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1i) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)Subsection) is calculated for the purposes of such winding-up, up and (2ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) Subsection, the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) . The obligations contained in Subsections (a)(ii1.14(1)(b) and (b1.14(2) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 2 contracts

Samples: Indenture (Four Seasons Hotels Inc), Indenture (Four Seasons Hotels Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”"judgment currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)U.S. Dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional amount (or, as the case may be, be refunded such lesser) lesser amount), if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency U.S. Dollars originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency U.S. Dollars due or contingently due under the Securities and this Indenture (other than under this Subsection subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, 115 shall apply irrespective of any waiver or extension granted by any Holder (other than with respect to the Holder granting the waiver or extension) or the Trustees or either of them from time to time Trustee and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the rate of exchange quoted by Bankers Trust Company at its central foreign exchange desk in its head office in New York City at 12:00 noon (New York City time) for purchases of U.S. Dollars with the judgment currency other than U.S. Dollars referred to in subsections (a) and (b) above and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Globenet Communications Group LTD)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”"judgment currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)U.S. Dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional amount (or, as the case may be, be refunded such lesser) lesser amount), if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency U.S. Dollars originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency U.S. Dollars due or contingently due under the Securities and this Indenture (other than under this Subsection subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections subsections (a)(ii) and (b) of this Section 115 shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them which shall be liable for such deficiency. In the case of Subsection subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Intrawest Corp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Husky Energy Inc)

Conversion of Currency. (a) The Company Issuer covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series Notes and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuer shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company Issuer at any time while any amount or of damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Issuer shall indemnify and hold the Holders of Notes and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company Issuer shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuer may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 18.18 shall constitute separate and independent obligations of the Company Issuer from its other obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the CompanyIssuer, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Issuer for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Issuer or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the rate of exchange at which in accordance with normal banking procedures the Trustee or any Holder that seeks to obtain or enforce any such judgment described in clause (a)(i) above, as applicable, could purchase in The City of New York or Wilmington, Delaware, as applicable, the Required Currency with the Judgment Currency on the relevant date and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Third Supplemental Indenture (Rockley Photonics Holdings LTD)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency Currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base "Required Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the Bank of Canada daily rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada daily rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (FSD Pharma Inc.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i1) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"JUDGMENT CURRENCY") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”"REQUIRED CURRENCY"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii2) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i1) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iia)(2) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "RATE(S) OF EXCHANGE" shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Encana Corp)

Conversion of Currency. (a) The Company covenants Issuers covenant and agrees agree that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuers shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company Issuers or the Parent at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Issuers shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company Issuers or the Parent shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuers may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 12.16 shall constitute obligations of each Issuer separate and independent obligations of the Company from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Companyeach Issuer, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Issuers or the Parent for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Issuers or its liquidatorthe liquidator or otherwise any of them. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Bumble Bee Capital Corp.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base "Required Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)Section 1.19(b) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (bSection 1.19(b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iiSection 1.19(a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 1.19(b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "Rate(s) of Exchange" shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Minefinders Corp Ltd.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and Notes and/or this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency U.S. Dollars due or contingently due under the Securities and Notes and/or this Indenture (other than under this Subsection (bSection 12.17(b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) Section 12.17(b), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iiSection 12.17(a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 12.17(b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise any of them. In the case of Subsection (bSection 12.17(b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Chetwynd Pulp Land Co Ltd.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"JUDGMENT currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)euros, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency euros originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency euros due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to before payment by the liquidator or otherwise in respect thereto. (c) The obligations contained term "RATE(S) OF EXCHANGE" shall mean the rate(s) of exchange quoted by the Trustee at its foreign exchange desk in its office in London, England at 12:00 noon (Greenwich Mean Time) for purchases of euros with the judgment currency other than euros referred to in Subsections (a)(iia) and (b) of this Section shall constitute separate above and independent obligations of the Company from its other obligations under the Securities includes any premiums and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates costs of exchange occurring between the said final date and the date of any liquidating distributionpayable.

Appears in 1 contract

Samples: Indenture (Messer Griesheim Holding Ag)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture:. (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b2) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection paragraph (b2)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection paragraph (b) 2), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c3) The obligations contained in Subsections paragraph (a)(ii1)(ii) and (b2) of this Section 12.11 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection paragraph (b2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection paragraph (b2) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Videotron Ltee)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities its Guarantee and this Indenture: (ia) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)Euros, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) . If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency Euros originally due.; (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities its Guarantee and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Notes and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency Euros due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, ) and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.; (c) The obligations contained in Subsections (a)(iia) and (b) of this Section 12.10 shall constitute separate and independent obligations of the Company from its other obligations under the Securities its Guarantee and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.; and

Appears in 1 contract

Samples: Indenture (Primo Water Corp /CN/)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture in the event the Company is in default under the terms of this Indenture: (ia) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)U.S. Dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iib) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional amount (or, as the case may be, be refunded such lesser) lesser amount), if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency U.S. Dollars originally due. (bc) In the event of the winding-up of the Company at any time while any amount or of damages owing under the Securities and Notes of this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency U.S. Dollars due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (bc)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) c), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (cd) The obligations contained in Subsections (a)(iib) and (bc) of this Section 16.17 shall constitute separate and independent obligations of the Company from its other obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder Holders or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection subsection (bc) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them which shall be liable for such deficiency. In the case of Subsection (bc) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (e) The term “rate(s) of exchange” shall mean the rate of exchange pursuant to the Noon Day Buying Rate quoted by the Federal Reserve Bank of New York or, if such rate is not then available therefrom, the WM/Reuters Intraday Spot Rate quoted by WM/Reuters or any similar rate of exchange quoted by a successor exchange rate service at 12:00 noon (New York City time) for the purchase of, or conversion into, U.S. Dollars from the judgment currency other than U.S. Dollars referred to in subsections (a) and (c) above and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Teekay Corp)

Conversion of Currency. (a1) The Company Issuer covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities Notes and this Indenture: (ia) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency any other Currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities Notes of any series Series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iib) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (ia) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuer shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b2) In the event of the winding-up of the Company Issuer at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Issuer shall indemnify and hold the Holders of Notes and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b2)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b2) the final date for the filing of proofs of claim in the winding-up of the Company Issuer shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuer may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c3) The obligations contained in Subsections (a)(ii1)(b) and (b2) of this Section shall constitute separate and independent obligations of the Company Issuer from its other obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the CompanyIssuer, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Issuer for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Issuer or its the liquidator. In the case of Subsection (b2) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (4) The term “rate(s) of exchange” shall mean the Bank of Canada daily exchange rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as published on the Reuters Screen Page BOFC (or such other means of reporting the Bank of Canada daily exchange rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Brookfield Property Partners L.P.)

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Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency Currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base "Required Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the Bank of Canada indicative rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported on the "Exchange Rates" page of the website of Bank of Canada (or such other means of reporting the Bank of Canada indicative rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (GREAT PANTHER MINING LTD)

Conversion of Currency. (a) The Company covenants Issuers and agrees the Guarantors covenant and agree that the following provisions shall apply to conversion of currency in the case of the Securities Units and this Indenture: (ia) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"JUDGMENT CURRENCY") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)U.S. dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iib) If there is a change in The term "rate(s) of exchange" shall mean the rate of exchange prevailing between the Business Day before the day on at which the judgment referred to in (i) above is given Holder or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (orTrustee, as the case may be, is able or would have been able on the relevant date to purchase at The Bank of New York (or if The Bank of New York is no longer engaged in currency exchange, such lesserother money center bank located in The City of New York as the Issuers and the Trustee shall agree) amount, if any, as may be necessary so that U.S. dollars with the amount paid judgment currency other than U.S. dollars referred to in the Judgment Currency when converted at the rate subsections (a) above and includes any premiums and costs of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect theretopayable. (c) The obligations contained This is an international financing transaction in Subsections (a)(ii) which the specification of Dollars and (b) of this Section shall constitute separate and independent obligations payment in New York, New York, is of the Company from its other obligations under essence, and Dollars shall be the Securities currency of account in all events. The obligation of the Issuers and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective Guarantors in respect of any waiver or extension granted by sum due from them to any Holder hereunder or the Trustees or either of them from time to time and shall continue in full force and effect under a Note held by such Holder shall, notwithstanding any judgment or order or in a currency other than Dollars, be discharged only to the filing extent that on the Business Day following receipt by such Holder of any proof of claim sum adjudged to be so due in such other currency such Holder purchase Dollars with such other currency; if the winding-up of Dollars so purchased are less than the Company for sum originally due to such Holder in Dollars, the Issuers and Guarantors agree, as a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under separate obligation and notwithstanding any such judgment or order. Any judgment, to indemnify such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may beHolder against such loss, and no proof or evidence of if the Dollars so purchased exceed the sum originally due to any actual loss shall be required by Holder in Dollars, such Holder agrees to remit to the Company or its liquidator. In the case of Subsection (b) above, the amount of Issuers such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distributionexcess.

Appears in 1 contract

Samples: Indenture (Hockey Co)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"judgment currency") an amount due in such coin or contingently due in any other currency under of the Securities United States of any series America as at the time of payment shall be legal tender for the payment of public and this Indenture (the “Base Currency”)private debts, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in such coin or currency of the Base Currency United States of America as at the time of payment shall be legal tender for the payment of public and private debts as originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Notes and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in such coin or currency of the Base Currency United States of America as at the time of payment shall be legal tender for the payment of public 77 and private debts due or contingently due under the Securities Notes and this Indenture (other than under this Subsection paragraph (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection paragraph (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections paragraphs (a)(ii) and (b) of this Section 11.8 shall constitute separate and independent obligations of the Company from its other obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection paragraph (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection paragraph (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (CHS Electronics Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i1) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"JUDGMENT CURRENCY") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”"REQUIRED CURRENCY"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii2) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i1) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iia)(2) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "RATE(S) OF EXCHANGE" shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported on the "Exchange Rates--Daily noon rates" page of the website of Bank of Canada (or by such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Encana Corp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture:. (i) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"judgment currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)Dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency Dollars originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency Dollars due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs proof of claim in such winding-up. For the purpose of this Subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 115 shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced reduced, as the case may be, by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Conformed Copy (Imax Corp)

Conversion of Currency. (a) The Company covenants Each of the Co-Issuers and the Guarantors and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall Co-Issuers will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of any of the Company Co-Issuers at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Co-Issuers shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Co-Issuers may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections subsections (a)(ii) and (b) of this Section 12.14 shall constitute obligations of the Co-Issuers separate and independent obligations of the Company from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the CompanyCo-Issuers, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Co-Issuers for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Co-Issuers or its liquidatorthe liquidator or otherwise any of them. In the case of Subsection subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Dollarama CORP)

Conversion of Currency. (a) The Company Issuer covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (ia) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)Euros, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) . If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency Euros originally due.; (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Notes and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency Euro due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, ) and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.; (c) The obligations contained in Subsections (a)(iia) and (b) of this Section 12.10 shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.; and

Appears in 1 contract

Samples: Indenture (Cott Corp /Cn/)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i1) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iib) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (bc) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency Canadian dollars, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (bSection 12.14(c)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (bSection 12.14(c) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (cd) The obligations contained in Subsections (a)(iiSection 12.14(b) and (bSection 12.14(c) of this Section shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 12.14(c) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection (bSection 12.14(c) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Trust Indenture

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (bSection 1.19(b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (bSection 1.19(b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iiSection 1.19(a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 1.19(b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Gold Reserve Inc)

Conversion of Currency. (a) The Company covenants and agrees the Guarantor each covenant and agree that the following provisions shall apply to conversion of currency in the case of the Securities Notes and the Guarantee, respectively, and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)United States Dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).; and (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall and the Guarantor will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency United States Dollars originally due. (b) In the event of the winding-up of the Company or the Guarantor at any time while any amount or damages owing under the Securities and Notes, the Guarantee or this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company or the Guarantor, as the case may be, shall indemnify and hold harmless the Holders of Notes and the Trustees harmless Trustee against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency United States Dollars due or contingently due under the Securities Notes, the Guarantee and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company or the Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at to which liabilities of the Company or the Guarantor, as the case may be, may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 113 shall constitute separate and independent obligations of the Company and the Guarantor from its their other obligations under the Securities Notes, the Guarantee and this Indenture, shall give rise to separate and independent causes of action against the CompanyCompany and the Guarantor, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them a Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company or the Guarantor for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trusteesa Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Company, the Guarantor or its liquidatortheir respective liquidators. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “

Appears in 1 contract

Samples: Indenture (Tembec Industries Inc)

Conversion of Currency. (a) The Company Corporation covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall Corporation will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company Corporation at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Corporation shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company Corporation shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Corporation may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 1.14 shall constitute separate and independent obligations of the Company Corporation from its other obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the CompanyCorporation, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Corporation for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Corporation or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the noon rate of exchange quoted by the Bank of Canada for purchases of Base Currency with the Judgment Currency.

Appears in 1 contract

Samples: Indenture (Nova Chemicals Corp /New)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a the final judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 114 shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable. [NTD: Alternatively use “Market Exchange Rate in this section.] (e) The Trustee shall have no duty or liability with respect to monitoring or enforcing this Section 114.

Appears in 1 contract

Samples: Indenture (B2gold Corp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i1) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"JUDGMENT CURRENCY") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base "REQUIRED Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii2) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i1) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iia)(2) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "RATE(S) OF EXCHANGE" shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported on the "Exchange Rates--Daily noon rates" page of the website of Bank of Canada (or by such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Encana Corp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) . In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) . The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, Company shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Encana Corp)

Conversion of Currency. (a) The Company covenants Issuer and agrees the Guarantors covenant and agree that the following provisions shall apply to conversion of currency Currency in the case of the Securities Securities, the Guarantees and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuer or the Guarantor, as the case may be, shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company Issuer or a Guarantor at any time while any amount or damages owing under the Securities Securities, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company Issuer or a Guarantor, as the case may be, shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company Issuer or a Guarantor, as the case may be, shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuer or a Guarantor, as the case may be, may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company Issuer or the applicable Guarantor, as the case may be, from its other obligations under the Securities Securities, the Guarantees and this Indenture, shall give rise to separate and independent causes of action against the CompanyIssuer and the applicable Guarantor, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company such Issuer or Guarantor for a liquidated sum in respect of amounts due hereunder (other than under Subsection subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Issuer, the applicable Guarantor or its the applicable liquidator. In the case of Subsection subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Emera Inc)

Conversion of Currency. (a) The Company Cott covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities its Guarantee and this Indenture: (ia) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"judgment currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)United States Dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall Cott will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency United States Dollars originally due. (b) In the event of the winding-up of the Company Cott at any time while any amount or damages owing under the Securities its Guarantee and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Cott shall indemnify and hold the Holders of Notes and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency United States Dollars due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company Cott shall be the date fixed by the liquidator or otherwise other wise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Cott may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 13.10 shall constitute separate and independent obligations of the Company Cott from its other obligations under the Securities its Guarantee and this Indenture, shall give rise to separate and independent causes of action against the CompanyCott, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Cott or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Cott Corp /Cn/)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes, the Note Guarantees and this Indenture: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company or any Guarantor at any time while any amount or damages owing under the Securities and Notes, the Note Guarantees and/or this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency U.S. Dollars due or contingently due under the Securities and Notes, the Note Guarantees and/or this Indenture (other than under this Subsection (bSection 12.13(b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) Section 12.13(b), the final date for the filing of proofs of claim in the winding-up of the Company or any Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company or such Guarantor may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iiSection 12.13(a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company or any Guarantor for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 12.13(b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise any of them. In the case of Subsection (bSection 12.13(b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Intertape Woven Products Services S.A. De C.V.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (ia) If To the fullest extent allowed under applicable law, if for the purposes purpose of obtaining judgment in, or enforcing against the judgment of, Company in any court in any country, it becomes is necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently sum due in respect of the principal of, or any other currency under premium or interest on, the Securities of any series and this Indenture (the “Base "Required Currency") into a currency in which judgment will be rendered (the "Judgment Currency"), then the conversion shall be made at the rate of exchange prevailing used shall be the Market Exchange Rate on the Business Day before the day preceding that on which a final judgment is given or the order given. The Company shall not be liable for any shortfall nor shall it benefit from any windfall in payments to Holders of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is Securities under this Section 1.14 caused by a change in the rate of exchange prevailing Market Exchange Rates between the Business Day before time the day on which the amount of a judgment referred to in (i) against it is calculated as above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of time the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in Trustee converts the Judgment Currency when converted at into the rate Required Currency to make payments under this Section 1.14 to Holders of exchange prevailing Securities, but payment of such judgment shall discharge all amounts owed by the Company on the date of receipt will produce the amount in the Base Currency originally dueclaim or claims underlying such judgment. (b) In the event of the winding-up up, liquidation, dissolution, arrangement, reorganization or insolvency of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange Market Exchange Rates between (1i) the date as of which the equivalent of the amount in the Base Currency cash due or contingently due under the Securities and this Indenture (other than under this Subsection subsection (b)) is calculated for the purposes of such winding-up, up and (2ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections subsection (a)(ii) and (b) of this Section 1.14 shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them which shall be liable for such deficiency. In the case of Subsection subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange Market Exchange Rates occurring between the said final date and the date of any liquidating distribution. (d) The Trustee shall have no duty or liability with respect to monitoring or enforcing this Section 1.14 and shall have no liability to the Holders due to fluctuations in currency rates.

Appears in 1 contract

Samples: Indenture (Celestica Inc)

Conversion of Currency. (a) The Company Each of the Issuer and the Guarantor covenants and agrees that the following provisions and the provisions of paragraph (b) below shall apply to conversion of currency in the case of the Securities Securities, the Parent Guarantee, the Collateral Agreement and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series Securities, the Parent Guarantee and this Indenture (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuer or the Guarantor, as the case may be, shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company Issuer or the Guarantor at any time while any amount or damages owing under the Securities Securities, the Parent Guarantees, the Collateral Agreement and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Issuer and the Guarantor shall indemnify and hold the Holders of Securities and the Trustees Indenture Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1i) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)Subsection) is calculated for the purposes of such winding-up, up and (2ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) Subsection, the final date for the filing of proofs of claim in the winding-up of the Company Issuer or the Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuer or the Guarantor may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) . The obligations contained in Subsections (a)(iia) and (b) of this Section shall constitute separate and independent obligations of the Company Issuer and the Guarantor from its their other obligations under the Securities Securities, the Parent Guarantee and this Indenture, shall give rise to separate and independent causes of action against the CompanyIssuer and the Guarantor, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Issuer or the Guarantor for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) aboveIssuer, the amount of such deficiency shall not be deemed to be increased Guarantor or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distributionapplicable liquidator.

Appears in 1 contract

Samples: Indenture (Eco Telecom LTD)

Conversion of Currency. (a) The Company covenants Issuer and agrees the Guarantors covenant and agree that the following provisions shall apply to conversion of currency Currency in the case of the Securities Securities, the Guarantees and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuer or the Guarantor, as the case may be, shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company Issuer or a Guarantor at any time while any amount or damages owing under the Securities Securities, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company Issuer or a Guarantor, as the case may be, shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (bsubsection ‎(b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (bsubsection ‎(b) the final date for the filing of proofs of claim in the winding-up of the Company Issuer or a Guarantor, as the case may be, shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuer or a Guarantor, as the case may be, may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iisubsections ‎(a)‎(ii) and (b‎(b) of this Section shall constitute separate and independent obligations of the Company Issuer or the applicable Guarantor, as the case may be, from its other obligations under the Securities Securities, the Guarantees and this Indenture, shall give rise to separate and independent causes of action against the CompanyIssuer and the applicable Guarantor, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company such Issuer or Guarantor for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bsubsection ‎(b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Issuer, the applicable Guarantor or its the applicable liquidator. In the case of Subsection (bsubsection ‎(b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean (i) in the case that either the Required Currency or the Judgment Currency is the Canadian dollar, the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) or (ii) in all other cases, the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the relevant date and in each case includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Emera US Holdings Inc.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions set out in this section 7.15 shall apply to conversion of currency in the case of the Securities Debentures and this Indentureindenture: (ia) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"JUDGMENT CURRENCY") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)U.S. dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day business day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iib) If there is a change in the rate of exchange prevailing between the Business Day business day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency U.S. dollars originally due. (b) 7.15.2 In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Debentures and this Indentureindenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders holders of Debentures and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency U.S. dollars due or contingently due under the Securities Debentures and this Indenture indenture (other than under this Subsection (b)subsection 7.15.2) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) subsection 7.15.2 the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) 7.15.3 The obligations contained in Subsections (a)(ii) subsections 7.15.1 and (b) of this Section 7.15.2 shall constitute separate and independent obligations of the Company from its other obligations under the Securities Debentures and this Indentureindenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder holder of Debentures or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) subsection 7.15.2 above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders holders of Debentures or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) subsection 7.15.2 above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Trust Indenture (Pan American Silver Corp)

Conversion of Currency. (a) The Company covenants Parties covenant and agrees agree that the following provisions shall apply to conversion of currency in the case of the Securities and this IndentureAgreement: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any countrycountry against a Party (the "DEBTOR"), it becomes necessary to convert into a any other currency (the “Judgment Currency”"JUDGMENT CURRENCY") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)U.S. Dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall Debtor will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency U.S. Dollars originally due. (b) In the event of the winding-up of the Company Debtor at any time while any amount or damages owing under the Securities and this IndentureAgreement or any Ancillary agreement, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Debtor shall indemnify and hold the Holders and the Trustees creditor harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency U.S. Dollars due or contingently due under the Securities and this Indenture Agreement (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing filings of proofs of claim in such the winding-up. For the purpose of this Subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company Debtor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Debtor may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(iia) and (b) of this Section 15.9 shall constitute separate and independent obligations of the Company Debtor from its other obligations under the Securities and this IndentureAgreement, shall give rise to separate and independent causes cause of action against the CompanyDebtor, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them other Party from time to time (except with respect to a waiver of the Debtor's obligations under this Section 15.9) and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Debtor for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, other Party and no proof or evidence of any actual loss shall be required by the Company other Party or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the Official Noon Spot Rate of exchange quoted by the Bank of Canada at 12:00 noon (Montreal time) for purchases of U.S. Dollars with the judgment currency other than U.S. Dollars referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Master and Purchase Agreement (Jp Morgan Partners Bhca Lp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”"judgment currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)Canadian Dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional amount (or, as the case may be, be refunded such lesser) lesser amount), if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency Canadian Dollars originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency Canadian Dollars due or contingently due under the Securities and this Indenture (other than under this Subsection subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections subsections (a)(ii) and (b) of this Section 115 shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustees, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them which shall be liable for such deficiency. In the case of Subsection subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Intrawest Corp)

Conversion of Currency. (a) The Company Each of the Issuer, Co-Issuer and each Guarantor covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes, Guarantees and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities Notes of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Issuer, Co-Issuer and Guarantors, as applicable, shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of any of the Company Issuer, Co-Issuer or Guarantors at any time while any amount or damages owing under the Securities Notes, Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company Co-Issuers and the Guarantors shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities Notes, Guarantees and this Indenture (other than under this Subsection subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection subsection (b) the final date for the filing of proofs of claim in the winding-up of any of the Company Issuer, Co-Issuer or Guarantors shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Issuer, Co-Issuer or Guarantors, as applicable may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections subsections (a)(ii) and (b) of this Section 119 shall constitute separate and independent obligations of the Company each of the Issuer, Co-Issuer and each Guarantor from its other obligations under the Securities Notes, Guarantees and this Indenture, shall give rise to separate and independent causes of action against the CompanyIssuer, Co-Issuer or Guarantors, as applicable, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Issuer, Co-Issuer or Guarantors, as applicable, for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Issuer, Co-Issuer or Guarantors, as applicable or its liquidator. In the case of Subsection subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Telesat Canada)

Conversion of Currency. (a) The Company Corporation covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency any other Currency (the “Judgment Currency”"JUDGMENT CURRENCY") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”"REQUIRED CURRENCY"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company Corporation shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company Corporation at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order order, rendered in respect thereof, shall remain outstanding, the Company Corporation shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company Corporation shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company Corporation may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company Corporation from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, Corporation shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company Corporation for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Corporation or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "RATE(S) OF EXCHANGE" shall mean, if the Canadian Currency is the Judgment Currency and United States Currency is the Required Currency, or vice versa the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by the Corporation and the Trustee) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Transalta Corp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)British pounds sterling, then the conversion shall be made at the rate Rate of exchange Exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate Rate of exchange Exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate Rate of exchange Exchange prevailing on the date of receipt will produce the amount in the Base Currency British pounds sterling originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain remains outstanding, the Company shall indemnify and hold the Holders of Notes and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency British pounds sterling due or contingently due under the Securities Notes and this Indenture (other than under this Subsection paragraph (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be Company, which is the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections paragraphs (a)(ii) and (b) of this Section shall 10.07 shall: (i) constitute separate and independent obligations of the Company from its other obligations under the Securities Notes and this Indenture, shall ; (ii) give rise to separate and independent causes of action against the Company, shall ; (iii) apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall time; and (iv) continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection paragraph (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorliquidators. In the case of Subsection paragraph (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (NTL Inc /De/)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (iA) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other the payment currency under the Securities of any series and this Indenture (the “Base Currencypayment currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iiB) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency payment currency originally due. (bii) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency payment currency due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (bii)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) ii), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (ciii) The obligations contained in Subsections (a)(iii)(B) and (bii) of this Section 113 shall constitute separate and independent obligations of the Company from its other obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bii) above) or under any such judgment or orderorder and the discharge of this Indenture. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection (bii) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (iv) The term “rate(s) of exchange” shall mean the noon rate of exchange quoted by the Bank of Canada for purchases of the payment currency with the judgment currency other than the payment currency referred to in Subsections (i) and (ii) above and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Nova Chemicals Corp /New)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) . In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and Notes and/or this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency U.S. Dollars due or contingently due under the Securities and Notes and/or this Indenture (other than under this Subsection (bSection 12.17(b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) Section 12.17(b), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) . The obligations contained in Subsections (a)(iiSection 12.17(a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 12.17(b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise any of them. In the case of Subsection (bSection 12.17(b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Tembec Industries Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"JUDGMENT CURRENCY") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”"REQUIRED CURRENCY"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment which is not appealable or is not appealed is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i1) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Securities and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Precision Drilling Corp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currencyjudgment currency”) an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 116 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by The Toronto-Dominion Bank at its central foreign exchange desk in its head office in Toronto at 12:00 noon (Toronto, Ontario time) for purchases of the Base Currency with the judgment currency other than the Base Currency referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Rogers Communications Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture:. (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”"JUDGMENT CURRENCY") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”"BASE CURRENCY"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection paragraph (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection paragraph (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in 73 accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections paragraph (a)(ii) and (b) of this Section 12.13 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection paragraph (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise or any of them. In the case of Subsection paragraph (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the rate of exchange quoted by Royal Bank of Canada at its central foreign exchange desk in its head office in Montreal at 12:00 noon (Montreal, Quebec time) for purchases of the Base Currency with the judgment currency other than the Base Currency referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable. (e) The Trustee shall have no duty or liability with respect to monitoring or enforcing the Section 12.13.

Appears in 1 contract

Samples: Indenture (Groupe De Divertissement Superclub Inc)

Conversion of Currency. (a1) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (ia) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (iib) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b2) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1a) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (bSection 1.14(2)) is calculated for the purposes of such winding-up, up and (2b) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (bSection 1.14(2) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c3) The obligations contained in Subsections (a)(iiSection 1.14(1)(a) and (b2) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (bSection 1.14(2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (bSection 1.14(2) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (4) The term “rate(s) of exchange” shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (VIQ Solutions Inc.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities Notes and this Indenture: (i) If If, for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”"judgment currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the "Base Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such -124- lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in U.S. Dollars or Canadian Dollars, as the Base Currency case may be, due or contingently due under the Securities Notes and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 12.13 shall constitute separate and independent obligations of the Company separate and independent from its other respective obligations under the Securities Notes and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either any of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidatorthe liquidator or otherwise any of them. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the rate of exchange quoted by [INSERT NAME OF XXXXX'X PRINCIPAL COMMERCIAL BANK] at its central foreign exchange desk at its head office in NEW YORK at 12:00 noon NEW YORK time for purchases of the Base Currency with the judgment currency other than the Base Currency referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable. (e) The Trustee shall have no duty or liability with respect to monitoring or enforcing this Section 12.13. -125-

Appears in 1 contract

Samples: Indenture (Moore Wallace Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base Required Currency”), then the conversion shall be made at the rate of exchange (as defined below) prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company shall indemnify and hold the Holders Holders, the Securities Administrator and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder Holder, the Securities Administrator or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders Holders, the Securities Administrator or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean, if the Canadian currency is the Judgment Currency and the United States currency is the Required Currency, or vice versa, the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by the Company, the Securities Administrator and the Trustee) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Mineracao Maraca Industria E Comercio S.A.)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"judgment currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)U.S. dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency U.S. dollars originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and Notes, Subsidiary Guarantees or this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency U.S. dollars due or contingently due under the Securities and Notes, Subsidiary Guarantees or this Indenture (other than under this Subsection Clause (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection Clause (b) ), the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections Clauses (a)(ii) and (b) of this Section 12.14 shall constitute separate and independent obligations of the Company from its other obligations under the Securities Notes, Subsidiary Guarantees and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection Clause (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Company, the Guarantors or its liquidatorthe liquidator or otherwise. In the case of Subsection Clause (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Ainsworth Lumber Co LTD)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency Currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base "Required Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). The Trustee shall have no liability ore responsibility to exchange or convert any Currency. (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee and any agents harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the Bank of Canada noon rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported by Telerate on screen 3194 (or such other means of reporting the Bank of Canada noon rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Trust Indenture (High Tide Inc.)

Conversion of Currency. (a) The Company covenants and agrees the Guarantor each covenant and agree that the following provisions shall apply to conversion of currency in the case of the Securities Notes and the Guarantee, respectively, and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a any other currency (the “Judgment Currency”"judgment currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the “Base Currency”)United States Dollars, then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).; and (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall and the Guarantor will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency United States Dollars originally due. (b) In the event of the winding-up of the Company or the Guarantor at any time while any amount or damages owing under the Securities and Notes, the Guarantee or this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company or the Guarantor, as the case may be, shall indemnify and hold harmless the Holders of Notes and the Trustees harmless Trustee against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Currency United States Dollars due or contingently due under the Securities Notes, the Guarantee and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company or the Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at to which liabilities of the Company or the Guarantor, as the case may be, may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section 113 shall constitute separate and independent obligations of the Company and the Guarantor from its their other obligations under the Securities Notes, the Guarantee and this Indenture, shall give rise to separate and independent causes of action against the CompanyCompany and the Guarantor, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them a Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company or the Guarantor for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trusteesa Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company Company, the Guarantor or its liquidatortheir respective liquidators. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term "rate(s) of exchange" shall mean the rate of exchange quoted by the Canadian Imperial Bank of Commerce at its central foreign exchange desk in its main office in Toronto at 12:00 noon (Toronto time) on the relevant date for purchases of United States dollars with the judgment currency other than United States Dollars referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (Tembec Industries Inc)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Securities and this Indenture: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the "Judgment Currency") an amount due or contingently due in any other currency under the Securities of any series and this Indenture (the "Base Currency"), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).; and (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between between: (1i) the date as of which the equivalent of the amount in the Base Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, ; and (2ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder or the Trustees or either of them Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the TrusteesTrustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

Appears in 1 contract

Samples: Indenture (Uranium Energy Corp)

Conversion of Currency. (a) The Company covenants and agrees that the following provisions shall apply to conversion of currency Currency in the case of the Securities and this IndentureIndenture to the fullest extent permitted by applicable law: (i) If for the purposes of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency Currency (the “Judgment Currency”) an amount due or contingently due in any other currency under the Securities of any series and or this Indenture in any other currency (the “Base Required Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which a final the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). (ii) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment referred to in (i) above is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company shall pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Required Currency originally due. (b) In the event of the winding-up of the Company at any time while any amount or damages owing under the Securities and this Indenture, or any judgment or order rendered in respect thereof, shall remain unpaid or outstanding, the Company shall indemnify and hold the Holders and the Trustees Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (1) the date as of which the equivalent of the amount in the Base Required Currency due or contingently due under the Securities and this Indenture (other than under this Subsection (b)) is calculated for the purposes of such winding-up, up and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. (c) The obligations contained in Subsections (a)(ii) and (b) of this Section shall constitute separate and independent obligations of the Company from its other obligations under the Securities and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension granted by any Holder Holder, Trustee or the Trustees or either of them Co-Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders Holders, the Trustee or the TrusteesCo-Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or its the applicable liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution. (d) The term “rate(s) of exchange” shall mean the Bank of Canada indicative rate for purchases on the relevant date of the Required Currency with the Judgment Currency, as reported on the “Exchange Rates” page of the website of Bank of Canada (or such other means of reporting the Bank of Canada indicative rate as may be agreed upon by each of the parties to this Indenture) and includes any premiums and costs of exchange payable.

Appears in 1 contract

Samples: Indenture (CI Financial Corp.)

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