Determinations and Notifications. (a) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions. (b) The Agent shall not be responsible to the Issuer, the Guarantor or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect. (c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions. (d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation. (e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith notify the Issuer, the Guarantor and the other Paying Agents of such fact. (f) Determinations with regard to Notes shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 to this Agreement.
Appears in 9 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
Determinations and Notifications. (a) The Fiscal Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Fiscal Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Fiscal Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Fiscal Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantorother Paying Agents, the other Paying Agents Registrar (in the case of Registered Covered Bonds) and (in respect of a Series of Notes Covered Bonds listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, and the listing agent of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Fiscal Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Fiscal Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 9, it shall forthwith notify the Issuer, the Guarantor Registrar (in the case of Registered Covered Bonds) and the other Paying Agents of such fact.
(f) Determinations with regard to Notes Covered Bonds shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Fiscal Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix Schedule 1 to this Agreement. Covered Bonds of any Series may specify additional duties and obligations of the Fiscal Agent, any Paying Agent or the Registrar as set out in the Conditions, the performance of which will be agreed between the Issuer and the Fiscal Agent prior to the relevant Issue Date.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
Determinations and Notifications. (a) The Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(b) The Agent shall not be responsible to the Issuer, the Guarantor Guarantors or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the GuarantorGuarantors, the Trustee, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, by no later than the first day of each Interest Period of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Conditions.
(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith immediately notify the Issuer, the Guarantor Guarantors, the Trustee and the other Paying Agents of such that fact.
(f) Determinations with regard to Notes shall required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Paying Agent, the performance of which will be agreed between the Issuer and the relevant Paying Agent prior to this Agreementthe relevant Issue Date.
Appears in 2 contracts
Samples: Agency Agreement (Luxottica Group Spa), Agency Agreement (Luxottica Group Spa)
Determinations and Notifications. (a) The Issue and Paying Agent, the Portuguese Paying Agent shall or, as applicable, the relevant Calculation Agent, shall, unless otherwise specified in the applicable Final Terms, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(b) The Determination Agent shall not be responsible to the Issuer, the Guarantor relevant Issuer or to any third party as a result of the Determination Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Issue and Paying Agent, the Portuguese Paying Agent or, as applicable, the relevant Calculation Agent, shall promptly notify (and confirm in writing to) the relevant Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchangestock exchange) the relevant Stock Exchange of, inter alia, stock exchange of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Conditions.
(d) The Issue and Paying Agent, the Portuguese Paying Agent or, as applicable, the relevant Calculation Agent, shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Issue and Paying Agent, the Portuguese Paying Agent or, as applicable, the relevant Calculation Agent, does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith immediately notify the relevant Issuer, the Guarantor Issue and Paying Agent, or the Portuguese Paying Agent or the relevant Calculation Agent, as applicable, the Registrar (if applicable), the other Paying Agents Agent and the relevant stock exchange of such that fact.
(f) Determinations with regard to Notes shall required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the relevant Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Issue and Paying Agent or the Portuguese Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Paying Agent, the performance of which will be agreed between the relevant Issuer and the relevant Paying Agent prior to this Agreementthe relevant Issue Date.
(g) For so long as the Notes of any Series are in global bearer form and the terms of the relevant global Bearer Note allow, the Issue and Paying Agent's obligations pursuant to Clause 12.6(b) hereof shall be satisfied upon delivery by it of the relevant notice to the relevant Clearing System(s).
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Determinations and Notifications. (a) The Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(b) The Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes or Covered Bonds listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, by no later than the first day of each Interest Period of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Conditions.
(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith immediately notify the Issuer, the Guarantor Issuer and the other Paying Agents of such that fact.
(f) Determinations with regard to Notes or Covered Bonds required to be made by a Calculation Agent shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in agreed with the applicable Final TermsIssuer and the relevant Dealer or Lead Manager, as the case may be. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes or Covered Bonds of any Series may specify additional duties and obligations of any Paying Agent, the performance of which will be agreed between the Issuer and the relevant Paying Agent prior to this Agreementthe relevant Issue Date.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Determinations and Notifications. (a) The Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(b) The Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank, CMS Reference Bank and/or Constant Maturity BTP Reference Bank which subsequently may be found to be incorrect.
(c) The Agent Agent, in the case of Floating Rate Notes, other than CMS Linked Interest Notes and Constant Maturity BTP Linked Interest Notes, and the Calculation Agent, in the case of Floating Rate Notes which are CMS Linked Interest Notes and Constant Maturity BTP Linked Interest Notes and Inflation Linked Interest Notes, shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, by no later than the first day of each Interest Period of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Conditions.
(d) The Agent shall use its best reasonable endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith immediately notify the Issuer, the Guarantor Issuer and the other Paying Agents of such that fact.
(f) Determinations with regard to Notes shall (including, without limitation, Inflation Linked Notes, CMS Linked Interest Notes and Constant Maturity BTP Linked Interest Notes) required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Paying Agent, the performance of which will be agreed between the Issuer and the relevant Paying Agent prior to this Agreementthe relevant Issue Date.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Determinations and Notifications. (a) The Principal Paying Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Principal Paying Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange and any other relevant authority of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Principal Paying Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith notify the Issuer, the Guarantor Issuer and the other Paying Agents of such fact.
(f) Determinations with regard to Notes required to be made by a Calculation Agent shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in agreed with the applicable Final TermsIssuer and the relevant Dealer or Lead Manager, as the case may be. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Principal Paying Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Determinations and Notifications. (a) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party (except in the event of negligence, default or bad faith of the Agent, as the case may be) as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause, it shall forthwith notify the Issuer, the Guarantor Issuer and the other Paying Agents of such fact.
(f) Determinations with regard to Notes (including, without limitation, Indexed Notes and Dual Currency Notes) shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply)Dealer, such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of the Appendix 1 to this Agreement.
Appears in 2 contracts
Samples: Agency Agreement (Pepsico Inc), Agency Agreement (Pepsico Inc)
Determinations and Notifications. (a) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Agent shall not be responsible to the Issuer, Issuer or the Guarantor Parent or to any third party (except in the event of negligence, default or bad faith of the Agent, as the case may be) as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantorother Paying Agent(s), the other Paying Agents Trustee and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 8, it shall forthwith notify the Issuer, the Guarantor Issuer and the other Paying Agents Agent(s) of such fact.
(f) Determinations with regard to Notes shall required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer Dealer, as the case may be, or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix Schedule 1 to this Agreement.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Determinations and Notifications. (a) 7.1.1 The Principal Paying Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(b) 7.1.2 The Principal Paying Agent shall not be responsible to the relevant Issuer, the Guarantor or to any third party as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) 7.1.3 The Principal Paying Agent shall promptly notify (and confirm in writing to) the relevant Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the ConditionsConditions but in no event later than the fourth London Business Day (as defined in Condition 5) thereafter.
(d) 7.1.4 The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculationcalculation but in no event later than the fourth London Business Day thereafter.
(e) 7.1.5 If the Principal Paying Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause, it shall forthwith immediately notify the relevant Issuer, the Guarantor and the other Paying Agents of such that fact.
(f) 7.1.6 Determinations with regard to Notes shall (including Index Linked Interest Notes) required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer relevant Issuer, the Guarantor and the relevant Dealer or the Lead Manager, as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the relevant Issuer, the Guarantor and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Determinations and Notifications. (a) The Fiscal Agent shall shall, unless otherwise specified in the applicable Pricing Supplement, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(b) The Fiscal Agent shall not be responsible to the Issuer, the Guarantor or to any third party as a result of the Fiscal Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Fiscal Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Conditions.
(d) The Fiscal Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Fiscal Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith immediately notify the Issuer, the Guarantor and the other Paying Agents of such that fact.
(f) Determinations with regard to Notes shall required to be made by the a Calculation Agent specified in the applicable Final Terms Pricing Supplement shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer Dealer, or unless the Fiscal Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 2 contracts
Samples: Agency Agreement (Autoliv Inc), Agency Agreement (Autoliv Inc)
Determinations and Notifications. (a) The Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(b) The Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes Bonds listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Conditions.
(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith immediately notify the Issuer, the Guarantor Issuer and the other Paying Agents of such that fact.
(f) Determinations with regard to Notes Bonds required to be made by a Calculation Agent shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Bonds of any Series may specify additional duties and obligations of any Paying Agent, the performance of which will be agreed between the Issuer and the relevant Paying Agent prior to this Agreementthe relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement
Determinations and Notifications. (a) 8.1.1 The Principal Paying Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(b) 8.1.2 The Principal Paying Agent shall not be responsible to the Issuer, the Guarantor or to any third party as a result of the Principal Paying Agent having acted in good faith on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) 8.1.3 The Principal Paying Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Conditions.
(d) 8.1.4 The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) 8.1.5 If the Principal Paying Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 8 (Determinations and Notifications in respect of Notes and Interest Determination), it shall forthwith immediately notify the Issuer, the Guarantor and the other Paying Agents of that fact and the Issuer (or the Guarantor, as the case may be) shall appoint an alternative calculation agent for such factpurposes.
(f) 8.1.6 Determinations with regard to Notes required to be made by a Calculation Agent shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in the Conditions as completed by the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement Agreement, substantially in the form set out in Schedule 1 hereto. Notes of Appendix 1 any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to the relevant Issue Date.
8.1.7 The determination by the Principal Paying Agent of any amount or of any state of affairs, circumstances, event or other matter, or the formation of any opinion or the exercise of any discretion or the making of any decision required or permitted to be determined, decided, formed or exercised by the Principal Paying Agent under or pursuant to this AgreementAgreement and/or the Conditions shall (in the absence of manifest error) be final and binding on the Issuer, the Guarantor, the Agents, the Noteholders and the Couponholders. In the absence of wilful default, fraud or negligence, no liability to the Issuer, the Guarantor, the Agents, the Noteholders and the Couponholders shall attach to the Principal Paying Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions under this Agreement or the Conditions.
Appears in 1 contract
Samples: Not Specified in the Provided Text
Determinations and Notifications. (a) The Principal Paying Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions.
(b) The Principal Paying Agent shall not be responsible to the Issuer, the Guarantor LLP, the Bond Trustee or to any third party (except in the event of wilful default, gross negligence or fraud of the Principal Paying Agent, as the case may be) as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the Issuer, the GuarantorLLP, the Bond Trustee, the Registrar, the other Paying Agents and (in respect of a Series of Notes Covered Bonds listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Terms and Conditions.
(d) The Principal Paying Agent shall use its best reasonable endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible practicable after their determination or calculation.
(e) If the Principal Paying Agent or, as the case may be, the Calculation Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 9, it shall forthwith notify the Issuer, the Guarantor LLP, the Bond Trustee and the other Paying Agents of that fact. If, for any reason, the Principal Paying Agent does not at any time calculate an interest amount as described in Clause 9.1(a), the Bond Trustee shall, in accordance with Condition 4.2(f) (Determination of Calculation by Bond Trustees) of the Programme Conditions or the equivalent provision of the N Covered Bond Conditions (as applicable), use reasonable endeavours to procure that an investment bank or other suitable entity of international repute shall determine the same in the manner set out in Condition 4.2(f) (Determination of Calculation by Bond Trustees) of the Programme Conditions or the equivalent provision of the N Covered Bond Conditions (as applicable) and the Bond Trustee shall as soon as reasonably practicable notify the Issuer and the Stock Exchange of the same and such factdetermination and/or calculation shall be deemed to be made by the Principal Paying Agent.
(f) Determinations with regard to Notes shall Covered Bonds required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager(s), as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix Schedule 1 (Form of Calculation Agency Agreement). Covered Bonds of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement
Determinations and Notifications. (a) The Principal Paying Agent shall shall, unless otherwise specified in the applicable Final Terms or otherwise agreed with the relevant Issuer, make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Principal Paying Agent shall not not, subject to the performance of its duties and obligations referred to in subclause 23.3, be responsible to the relevant Issuer, the Guarantor any Noteholder or to any third party as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the relevant Issuer, the GuarantorTrustee, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination or calculation thereof (but in no event later than the second Business Day thereafter) and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculationcalculation (but in no event later than the second Business Day thereafter).
(e) If the Principal Paying Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause, it shall forthwith notify the relevant Issuer, the Guarantor Trustee and the other Paying Agents of such fact.
(f) Determinations with regard to Notes shall required to be made by the Calculation Agent or the Determination Agent, as the case may be, specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the relevant Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Principal Paying Agent is the Calculation Agent or the Determination Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement or Determination Agency Agreement, as the case may be, substantially in the form of Appendix 1 Schedule 1.
(g) Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the relevant Issuer and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement
Determinations and Notifications. (a) The Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Agent shall not be responsible to the relevant Issuer, the Guarantor Guarantors or to any third party (except in the event of negligence, wilful default or bad faith of the Agent) as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in writing to) the relevant Issuer, the GuarantorGuarantors, the other Paying Agents Agents, the Trustee and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseclause 8, it shall forthwith notify the relevant Issuer, the Guarantor Guarantors and the other Paying Agents Agents, the Trustee and the Stock Exchange of such fact.
(f) Determinations with regard to Notes (including, without limitation, Index Linked Notes and Dual Currency Notes) shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in the applicable Final Terms. Unless otherwise agreed between the relevant Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix Schedule 1 to this Agreement. Notes of any Series may specify additional duties and obligations of any Paying Agent, the performance of which will be agreed between the relevant Issuer and the relevant Paying Agent prior to the relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement (Westfield America Management LTD)
Determinations and Notifications. (a) The Principal Paying Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Principal Paying Agent shall not be responsible to the relevant Issuer, or (where the relevant Issuer is UUWF) the Guarantor or to any third party as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the relevant Issuer, the GuarantorGuarantor (where the relevant Issuer is UUWF), the Trustee, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Principal Paying Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith notify the relevant Issuer, the Guarantor (where the relevant Issuer is UUWF), the Trustee and the other Paying Agents of such fact.
(f) Determinations with regard to Notes shall required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the relevant Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the relevant Issuer and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement
Determinations and Notifications. (a1) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions, provided that certain calculations with respect to the Notes, and associated publication or notification, shall be made by the Calculation Agent in accordance with the Terms and Conditions.
(b2) The Agent or the Calculation Agent, as the case may be, shall not be responsible to the Issuer, the Guarantor Issuer or to any third party (except in the event of gross negligence, default or bad faith of the Agent or the Calculation Agent) as a result of the Agent or the Calculation Agent having acted in good faith on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c3) The Agent or the Calculation Agent, as the case may be, promptly shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchangestock exchange) the relevant Stock Exchange stock exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after the determination thereof (and in any event no later than the tenth Business Day as defined in Clause 7(2) immediately preceding the date on which payment is to be made to the Agent pursuant to Clause 7(1)) and of any subsequent amendment thereto pursuant to the Terms and Conditions.
(d4) The Agent or the Calculation Agent, as the case may be, shall use its best endeavours efforts to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation.
(e5) If the Agent or the Calculation Agent, as the case may be, does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 8, it forthwith shall forthwith notify the Issuer, the Guarantor Issuer and the other Paying Agents of such fact.
(f6) Determinations with regard to Notes (including, without limitation, Indexed Notes and Dual Currency Notes) shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply)Dealer, such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 9 to this Agreement.
(7) For the purposes of monitoring the aggregate principal amount of Notes issued under the Program, the Agent shall determine the U.S. Dollar equivalent of the principal amount of each issue of Notes denominated in another currency, each issue of Dual Currency Notes, each Issue of Partly Paid Notes and each issue of Indexed Notes as follows:
(a) the U.S. Dollar equivalent of Notes denominated in a currency other than U.S. Dollars shall be determined as of the Agreement Date for such Notes on the basis of the spot rate for the sale of the U.S. Dollar against the purchase of the relevant currency quoted by a foreign exchange dealer selected by the Issuer on the relevant day of calculation;
(b) the U.S. Dollar equivalent of Dual Currency Notes and Indexed Notes (other than Indexed Redemption Amount Notes) shall be calculated as specified above by reference to the original nominal amount of such Notes;
(c) the U.S. Dollar equivalent of Zero Coupon Notes, other Notes issued at a discount or premium and Indexed Redemption Amount Notes shall be calculated as specified above by reference to the net proceeds received by the Issuer for the relevant issue; and
(d) the U.S. Dollar equivalent of Partly Paid Notes shall be determined as specified above by reference to the original principal amount of such Notes regardless of the amount paid on the Notes.
Appears in 1 contract
Determinations and Notifications. (a) The Principal Paying Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(b) The Principal Paying Agent shall not be responsible to the relevant Issuer, the Guarantor or to any third party as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the relevant Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the ConditionsConditions but in no event later than the fourth London Business Day thereafter.
(d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculationcalculation but in no event later than the fourth London Business Day thereafter.
(e) If the Principal Paying Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith immediately notify the relevant Issuer, the Guarantor and the other Paying Agents of such that fact.
(f) Determinations with regard to Notes shall (including, without limitation, Index Linked Notes and Dual Currency Notes) required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer relevant Issuer, the Guarantor and the relevant Dealer or the Lead Manager, as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the relevant Issuer, the Guarantor and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 1 contract
Determinations and Notifications. (a) The Fiscal Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Fiscal Agent shall not be responsible to the Issuer, the Guarantor Bank or to any third party as a result of the Fiscal Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Fiscal Agent shall promptly notify (and confirm in writing to) the Issuer, the GuarantorBank, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchangestock exchange) the relevant Stock Exchange stock exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Fiscal Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.calculation.
(e) If the Fiscal Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith notify the Issuer, the Guarantor Bank and the other Paying Agents of such fact.
(f) Determinations with regard to Notes shall required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer Bank and the relevant Dealer or the Lead Manager, as the case may be, or unless the Fiscal Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Bank and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 1 contract
Samples: Fiscal Agency Agreement
Determinations and Notifications. (a) The Principal Paying Agent shall shall, unless otherwise specified in the applicable Final Terms or in this Agreement, make all such determinations and calculations (howsoever described) as it is required to do under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions.
(b) The Principal Paying Agent shall not be responsible to the Issuer, the Guarantor Guarantor, the Trustee or to any third party as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Principal Paying Agent shall shall, promptly notify (and confirm in writing to) the Issuer, the Guarantor, the Trustee, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) and the relevant Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Terms and Conditions.
(d) The Principal Paying Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation.
(e) If the Principal Paying Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith notify the Issuer, the Guarantor Guarantor, the Trustee and the other Paying Agents of such fact.
(f) Determinations with regard to Notes shall (including, without limitation, Index Linked Notes and Dual Currency Notes) required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer Issuer, the Guarantor and the relevant Dealer or the Lead Manager, as the case may be, or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer, the Guarantor and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 1 contract
Samples: Second Supplemental Agency Agreement (PT Portugal, SGPS, S.A.)
Determinations and Notifications. (a) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions, provided that certain calculations with respect to the Notes shall be made by the Calculation Agent appointed by the Issuer and acceptable to the Agent.
(b) The Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party (except in the event of willful misconduct, negligence, default or bad faith of the Agent) as a result of the Agent having acted in good faith on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) Exchange or admitted to listing by any other relevant authority), the relevant Stock Exchange (or any other relevant authority or authorities) and the Registrar of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof (and in any event no later than the tenth Business Day (as defined in Clause 7.2) immediately preceding the date on which payment is to be made to the Agent pursuant to Clause 7.1) and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 8, it shall forthwith notify the Issuer, the Guarantor Paying Agents and the other Paying Agents Registrar of such fact.
(f) Determinations Certain determinations with regard to Notes (including, without limitation, Dual Currency Notes) shall be made by the Calculation Agent specified in the applicable Final Terms and in the manner specified in accordance with the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply)Dealer, such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 9.
(g) For the purposes of monitoring the aggregate principal amount of Notes issued under the Programme, the Agent shall determine the U.S. Dollar equivalent of the principal amount of each issue of Notes denominated in another currency, each issue of Dual Currency Notes as follows:
(i) the U.S. Dollar equivalent of Notes denominated in a currency other than U.S. Dollars shall be determined by the Agent, at the discretion of the Issuer, as of the date of the agreement to issue such Notes or on the preceding day on which commercial banks and foreign exchange markets are open for general business in London, in each case on the basis of the spot rate for the sale of the U.S. Dollar against the purchase of such other currency in the London foreign exchange market quoted by any leading bank selected by the Agent;
(ii) the U.S. Dollar equivalent of Dual Currency Notes and Partly Paid Notes shall be determined in the manner specified above by reference to the original principal amount of such Notes; and
(iii) the U.S. Dollar equivalent of Zero Coupon Notes and other Notes issued at a discount shall be deemed to be the net proceeds received by the issuer for the relevant issue.
(h) The Agent and the Registrar shall cooperate with each other and shall share all information as may be necessary to ensure that the Agent is able to comply with its obligations under this Agreement.Clause 8.1
Appears in 1 contract
Determinations and Notifications. (a1) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions, provided that certain calculations with respect to the Notes, and associated publication or notification, shall be made by the Calculation Agent in accordance with the Terms and Conditions.
(b2) The Agent or the Calculation Agent, as the case may be, shall not be responsible to the Issuer, the Guarantor relevant Issuer or to any third party (except in the event of gross negligence, default or bad faith of the Agent or the Calculation Agent) as a result of the Agent or the Calculation Agent having acted in good faith on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c3) The Agent or the Calculation Agent, as the case may be, promptly shall promptly notify (and confirm in writing to) the relevant Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchangestock exchange) the relevant Stock Exchange stock exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after the determination thereof (and in any event no later than the tenth Business Day as defined in Clause 7(2) immediately preceding the date on which payment is to be made to the Agent pursuant to Clause 7(l)) and of any subsequent amendment thereto pursuant to the Terms and Conditions.
(d4) The Agent or the Calculation Agent, as the case may be, shall use its best endeavours efforts to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation.
(e5) If the Agent or the Calculation Agent, as the case may be, does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 8, it forthwith shall forthwith notify the Issuer, the Guarantor relevant Issuer and the other Paying Agents of such fact.
(f6) Determinations with regard to Notes (including, without limitation, Indexed Notes and Dual Currency Notes) shall be made by the Calculation Agent specified in the applicable Final Terms Pricing Supplement in the manner specified in the applicable Final TermsPricing Supplement. Unless otherwise agreed between the relevant Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply)Dealer, such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 9 to this Agreement.
(7) For the purposes of monitoring the aggregate principal amount of Notes issued under the Program, the Agent shall determine the U.S. Dollar equivalent of the principal amount of each issue of Notes denominated in another currency, each issue of Dual Currency Notes, each Issue of Partly Paid Notes and each issue of Indexed Notes as follows:
(a) the U.S. Dollar equivalent of Notes denominated in a currency other than U.S. Dollars shall be determined as of the Agreement Date for such Notes on the basis of the spot rate for the sale of the U.S. Dollar against the purchase of the relevant currency quoted by a foreign exchange dealer selected by the relevant Issuer on the relevant day of calculation;
(b) the U.S. Dollar equivalent of Dual Currency Notes and Indexed Notes (other than Indexed Redemption Amount Notes) shall be calculated in the manner specified above by reference to the original nominal amount of such Notes;
(c) the U.S. Dollar equivalent of Zero Coupon Notes, other Notes issued at a discount or premium and Indexed Redemption Amount Notes shall be calculated in the manner specified above by reference to the net proceeds received by the relevant Issuer for the relevant issue; and
(d) the U.S. Dollar equivalent of Partly Paid Notes shall be determined in the manner specified above by reference to the original principal amount of such Notes regardless of the amount paid on the Notes.
Appears in 1 contract
Determinations and Notifications. (aA) The Fiscal Agent shall shall, unless otherwise specified in the applicable Pricing Supplement, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(bB) The Fiscal Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Fiscal Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(cC) The Fiscal Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Conditions.
(dD) The Fiscal Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(eE) If the Fiscal Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith as promptly as practicable notify the Issuer, the Guarantor Issuer and the other Paying Agents of such that fact.
(fF) Determinations with regard to Notes shall required to be made by the a Calculation Agent specified in the applicable Final Terms Pricing Supplement shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager or any Direct Investor, as the case may be, or unless the Fiscal Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement
Determinations and Notifications. (a) The Issuer may appoint the Principal Paying Agent at its specified office as Calculation Agent in relation to each Series by agreement with the Principal Paying Agent. The Principal Paying Agent shall make all such determinations and calculations be treated as having agreed to act as Calculation Agent in relation to a Series if it shall have received (howsoever describedin draft or final form) the relevant Final Terms naming it as Calculation Agent no later than five (5) London Business Days before the proposed issue date or, if earlier, the first date on which it is required to do under make any calculation or determination and shall not have notified the Conditions, all subject Issuer that it does not wish to and in accordance with the Conditionsbe so appointed within two (2) London Business Days of such receipt.
(b) The Calculation Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Calculation Agent having acted in good faith on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Calculation Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Conditions.
(d) The Calculation Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculationcalculation but in no event later than the fourth London Business Day (as defined in the Conditions) thereafter.
(e) If the Calculation Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 7, it shall forthwith immediately notify the Issuer, the Guarantor Issuer and the other Paying Agents of such that fact.
(f) Determinations with regard to Notes shall required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to the relevant Issue Date. In the event the Agents are obliged to concur with the Issuer in effecting Benchmark Amendments in accordance with Condition 5.2(c)(v), such changes shall not impose more onerous obligations on such Agent or expose it to any additional duties or liabilities, or decrease its rights and protections, without the Agent's consent.
(g) Notwithstanding any other provision of this AgreementClause 7.1 if, in the Calculation Agent's opinion, there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Clause 7.1, the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so.
Appears in 1 contract
Samples: Agency Agreement
Determinations and Notifications. (a) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantorother Paying Agents, the other Paying Agents Registrar (in the case of Registered Notes) and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, and the Listing Agent of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or (where relevant) other Interest Accrual Period or any other amount, rate or date as provided in this clauseClause 9, it shall forthwith as soon as is reasonably practicable notify the Issuer, the Guarantor Registrar (in the case of Registered Notes) and the other Paying Agents of such fact.
(f) Determinations with regard to Notes shall (including, without limitation, CMS Linked Interest Notes) required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix Schedule 1 (Form of Calculation Agency Agreement) to this Agreement. Notes of any Series may specify additional duties and obligations of the Agent, any Paying Agent, the Exchange Agent or the Registrar as set out in the Conditions, the performance of which will be agreed between the Issuer and the Agent prior to the relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement
Determinations and Notifications. (a) 9.1.1 The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) 9.1.2 The Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) 9.1.3 The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantorother Paying Agents, the other Paying Agents Registrar and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, and the Listing Agent of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) 9.1.4 The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) 9.1.5 If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or (where relevant) other Interest Accrual Period or any other amount, rate or date as provided in this clauseClause 9, it shall forthwith as soon as is reasonably practicable notify the Issuer, the Guarantor Registrar and the other Paying Agents of such fact.
(f) 9.1.6 Determinations with regard to Notes shall required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner so specified in the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix Schedule 1 to this Agreement. Notes of any Series may specify additional duties and obligations of the Agent, any Paying Agent, the Exchange Agent or the Registrar as set out in the Conditions, the performance of which will be agreed between the Issuer and the Agent prior to the relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement
Determinations and Notifications. (a1) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions, provided that certain calculations with respect to the Notes, and associated publication or notification, shall be made by the Calculation Agent in accordance with the Terms and Conditions.
(b2) The Agent or the Calculation Agent, as the case may be, shall not be responsible to the Issuer, the Guarantor relevant Issuer or to any third party (except in the event of gross negligence, default or bad faith of the Agent or the Calculation Agent) as a result of the Agent or the Calculation Agent having acted in good faith on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c3) The Agent or the Calculation Agent, as the case may be, promptly shall promptly notify (and confirm in writing to) the relevant Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchangestock exchange) the relevant Stock Exchange stock exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after the determination thereof (and in any event no later than the tenth Business Day as defined in Clause 7(2) immediately preceding the date on which payment is to be made to the Agent pursuant to Clause 7(l)) and of any subsequent amendment thereto pursuant to the Terms and Conditions.
(d4) The Agent or the Calculation Agent, as the case may be, shall use its best endeavours efforts to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation.
(e5) If the Agent or the Calculation Agent, as the case may be, does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 8, it forthwith shall forthwith notify the Issuer, the Guarantor relevant Issuer and the other Paying Agents of such fact.
(f6) Determinations with regard to Notes (including, without limitation, Indexed Notes and Dual Currency Notes) shall be made by the Calculation Agent specified in the applicable Final Terms Pricing Supplement in the manner specified in the applicable Final TermsPricing Supplement. Unless otherwise agreed between the relevant Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply)Dealer, such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 9 to this Agreement.
(7) For the purposes of monitoring the aggregate principal amount of Notes issued under the Program, the Agent shall determine the U.S. Dollar equivalent of the principal amount of each issue of Notes denominated in another currency, each issue of Dual Currency Notes, each Issue of Partly Paid Notes and each issue of Indexed Notes as follows:
(a) the U.S. Dollar equivalent of Notes denominated in a currency other than U.S. Dollars shall be determined as of the Agreement Date for such Notes on the basis of the spot rate for the sale of the U.S. Dollar against the purchase of the relevant currency quoted by a foreign exchange dealer selected by the relevant Issuer on the relevant day of calculation;
(b) the U.S. Dollar equivalent of Dual Currency Notes and Indexed Notes (other than Indexed Redemption Amount Notes) shall be calculated as specified above by reference to the original nominal amount of such Notes;
(c) the U.S. Dollar equivalent of Zero Coupon Notes, other Notes issued at a discount or premium and Indexed Redemption Amount Notes shall be calculated as specified above by reference to the net proceeds received by the relevant Issuer for the relevant issue; and
(d) the U.S. Dollar equivalent of Partly Paid Notes shall be determined as specified above by reference to the original principal amount of such Notes regardless of the amount paid on the Notes.
Appears in 1 contract
Determinations and Notifications. in Respect of Notes ---------------------------------------------------- and Interest Determination --------------------------
(a) Determinations and Notifications --------------------------------
(1) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions, provided that certain calculations with respect to the Notes, and associated publication or notification, shall be made by the Calculation Agent in accordance with the Terms and Conditions.
(b2) The Agent or the Calculation Agent, as the case may be, shall not be responsible to the Issuer, the Guarantor relevant Issuer or to any third party (except in the event of gross negligence, default or bad faith of the Agent or the Calculation Agent) as a result of the Agent or the Calculation Agent having acted in good faith on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c3) The Agent or the Calculation Agent, as the case may be, shall promptly notify (and confirm in writing to) the relevant Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchangestock exchange) the relevant Stock Exchange stock exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after the determination thereof (and in any event no later than the tenth Business Day as defined in Clause 7(2) immediately preceding the date on which payment is to be made to the Agent pursuant to Clause 7(l)) and of any subsequent amendment thereto pursuant to the Terms and Conditions.
(d4) The Agent or the Calculation Agent, as the case may be, shall use its best endeavours efforts to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation.
(e5) If the Agent or the Calculation Agent, as the case may be, does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 8, it shall forthwith notify the Issuer, the Guarantor relevant Issuer and the other Paying Agents of such fact.
(f6) Determinations with regard to Notes (including, without limitation, Indexed Notes and Dual Currency Notes) shall be made by the Calculation Agent specified in the applicable Final Terms Pricing Supplement in the manner specified in the applicable Final TermsPricing Supplement. Unless otherwise agreed between the relevant Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply)Dealer, such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 9 to this Agreement.
(7) For the purposes of monitoring the aggregate principal amount of Notes issued under the Program, the Agent shall determine the U.S. Dollar equivalent of the principal amount of each issue of Notes denominated in another currency, each issue of Dual Currency Notes, each Issue of Partly Paid Notes and each issue of Indexed Notes as follows:
(A) the U.S. Dollar equivalent of Notes denominated in a currency other than U.S. Dollars shall be determined as of the Agreement Date for such Notes on the basis of the spot rate for the sale of the U.S. Dollar against the purchase of the relevant currency quoted by a foreign exchange dealer selected by the relevant Issuer on the relevant day of calculation; and
(B) the U.S. Dollar equivalent of Dual Currency Notes and Indexed Notes (other than Indexed Redemption Amount Notes) shall be calculated in the manner specified above by reference to the original nominal amount of such Notes; and
(C) the U.S. Dollar equivalent of Zero Coupon Notes, other Notes issued at a discount or premium and Indexed Redemption Amount Notes shall be calculated in the manner specified above by reference to the net proceeds received by the relevant Issuer for the relevant issue; and
(D) the U.S. Dollar equivalent of Partly Paid Notes shall be determined in the manner specified above by reference to the original principal amount of such Notes regardless of the amount paid on the Notes.
Appears in 1 contract
Determinations and Notifications. (a) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantorother Paying Agents, the other Paying Agents Registrar (in the case of Registered Notes) and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange ofand the Listing Agent of each ate of nterest, inter alia, each Rate amount of Interest, Interest Amount interest and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Agent shall use its best endeavours to cause each Rate ate of Interestnterest, Interest Amount amount of interest and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate ate of Interestnterest, Interest Amount amount of interest and/or Interest Payment Date in respect of any Interest Period or nterest period any other amount, rate or date as provided in this clauseClause 9, it shall forthwith as soon as reasonably practicable notify the Issuer, the Guarantor Registrar (in the case of Registered Notes) and the other Paying Agents of such fact.
(f) Determinations with regard to Notes shall required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix Schedule 1 (Form of Calculation Agency Agreement) to this Agreement. Notes of any Series may specify additional duties and obligations of the Agent, any Paying Agent or the Registrar as set out in the Conditions, the performance of which will be agreed between the Issuer and the Agent prior to the relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement
Determinations and Notifications. (a) The Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(b) The Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes or Covered Bonds listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, by no later than the first day of each Interest Period of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Conditions.
(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith immediately notify the Issuer, the Guarantor Issuer and the other Paying Agents of such that fact.
(f) Determinations with regard to Notes or Covered Bonds required to be made by a Calculation Agent shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in agreed with the applicable Final TermsIssuer and the relevant Dealer or Lead Manager, as the case may be. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes or Covered Bonds of any Series may specify additional duties and obligations of any Paying Agent, the performance of which will be agreed between the Issuer and the relevant Paying Agent prior to this Agreementthe relevant Issue Date.
(g) The Issuer acknowledges that it shall not include the Agent as the Calculation Agent in the applicable Final Terms for any Series of Notes or Covered Bonds where ISDA Determination is specified as the manner in which the Rate of Interest is to be determined.
Appears in 1 contract
Samples: Agency Agreement
Determinations and Notifications. (a) The Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith notify the Issuer, the Guarantor Issuer and the other Paying Agents of such fact.
(f) Determinations with regard to Notes shall (including, without limitation, Index Linked Notes and Dual Currency Notes) required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager, as the case may be, or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Paying Agent, the performance of which will be agreed between the Issuer and the relevant Paying Agent prior to this Agreementthe relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement (International Lease Finance Corp)
Determinations and Notifications. (a) The Fiscal Agent shall shall, unless otherwise specified in the applicable Pricing Supplement, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Conditions, all subject to and in accordance with the Conditions.
(b) The Fiscal Agent shall not be responsible to the Issuer, the Guarantor or to any third party as a result of the Fiscal Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Fiscal Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Conditions.
(d) The Fiscal Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Fiscal Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith promptly notify the Issuer, the Guarantor and the other Paying Agents of such that fact.
(f) Determinations with regard to Notes shall required to be made by the a Calculation Agent specified in the applicable Final Terms Pricing Supplement shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer Dealer, or unless the Fiscal Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 1. Notes of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement (Autoliv Inc)
Determinations and Notifications. (a) The Principal Paying Agent shall shall, unless otherwise specified in the applicable Final Terms, make all such the determinations and calculations (howsoever described) as which it is required to do make under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions.
(b) The Principal Paying Agent shall not be responsible to the Issuer, the Guarantor LLP, the Bond Trustee or to any third party (except in the event of wilful default, gross negligence or fraud of the Principal Paying Agent, as the case may be) as a result of the Principal Paying Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Principal Paying Agent shall promptly notify (and confirm in writing to) the Issuer, the GuarantorLLP, the Bond Trustee, the Registrar, the other Paying Agents and (in respect of a Series of Notes Covered Bonds listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after the their determination thereof and of any subsequent amendment thereto pursuant amendments to them under the Terms and Conditions.
(d) The Principal Paying Agent shall use its best reasonable endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible practicable after their determination or calculation.
(e) If the Principal Paying Agent or, as the case may be, the Calculation Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 9, it shall forthwith notify the Issuer, the Guarantor LLP, the Bond Trustee and the other Paying Agents of such that fact.
(f) Determinations with regard to Notes shall Covered Bonds required to be made by the a Calculation Agent specified in the applicable Final Terms shall be made in the manner specified in the applicable Final Termsso specified. Unless otherwise agreed between the Issuer and the relevant Dealer or the Lead Manager(s), as the case may be, or unless the Principal Paying Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such those determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix Schedule 1 (Form of Calculation Agency Agreement). Covered Bonds of any Series may specify additional duties and obligations of any Agent, the performance of which will be agreed between the Issuer and the relevant Agent prior to this Agreementthe relevant Issue Date.
Appears in 1 contract
Samples: Agency Agreement
Determinations and Notifications. (a) The 8.1.1 In relation to each Tranche of Notes in respect of which the Agent has agreed to make any determination or calculation, the Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) 8.1.2 The Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party (except in the event of gross negligence, wilful default or bad faith of the Agent, as the case may be) as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) 8.1.3 The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed admitted to listing, trading and/or quotation on a Stock Exchange) the relevant Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) 8.1.4 The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) 8.1.5 If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseclause 8, it shall forthwith notify the Issuer, the Guarantor Issuer and the other Paying Agents of such fact.
(f) 8.1.6 Determinations with regard to Notes (including, without limitation, Index Linked Notes and Dual Currency Notes) shall be made by the Calculation Agent calculation agent specified in the applicable Final Terms (the “Calculation Agent”) in the manner specified in the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply)Dealer, such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix Schedule 1 to this Agreement.
8.1.7 The Agent in the name of the Issuer will cause a notice to be published in accordance with the Conditions not less than 7 days nor more than 21 days before each due date for payment of a second or subsequent instalment of the issue price for any Partly Paid Notes, reminding persons entitled to the Partly Paid Notes of the due date for payment of the relevant instalment, the procedure for payment and that failure to pay such instalment, together with accrued interest for late payment, if appropriate, on any Partly Paid Note will entitle the Issuer to forfeit the same and retain for its own use and benefit the first or previous instalments thereon. Such publication will be at the expense of the Issuer.
Appears in 1 contract
Samples: Agency Agreement (Royal Ahold)
Determinations and Notifications. in Respect of Notes and -------------------------------------------------------- Interest Determination ----------------------
(a) Determinations and Notifications --------------------------------
(1) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Terms and Conditions, all subject to and in accordance with the Terms and Conditions, provided that certain calculations with respect to the Notes, and associated publication or notification, shall be made by the Calculation Agent in accordance with the Terms and Conditions.
(b2) The Agent or the Calculation Agent, as the case may be, shall not be responsible to the Issuer, the Guarantor relevant Issuer or to any third party (except in the event of gross negligence, default or bad faith of the Agent or the Calculation Agent) as a result of the Agent or the Calculation Agent having acted in good faith on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c3) The Agent or the Calculation Agent, as the case may be, shall promptly notify (and confirm in writing to) the relevant Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchangestock exchange) the relevant Stock Exchange stock exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions as soon as practicable after the determination thereof (and in any event no later than the tenth Business Day as defined in Clause 7(2) immediately preceding the date on which payment is to be made to the Agent pursuant to Clause 7(l)) and of any subsequent amendment thereto pursuant to the Terms and Conditions.
(d4) The Agent or the Calculation Agent, as the case may be, shall use its best endeavours efforts to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Terms and Conditions to be published as required in accordance with the Terms and Conditions as soon as possible after their determination or calculation.
(e5) If the Agent or the Calculation Agent, as the case may be, does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 8, it shall forthwith notify the Issuer, the Guarantor relevant Issuer and the other Paying Agents of such fact.
(f6) Determinations with regard to Notes (including, without limitation, Indexed Notes and Dual Currency Notes) shall be made by the Calculation Agent specified in the applicable Final Terms Pricing Supplement in the manner specified in the applicable Final TermsPricing Supplement. Unless otherwise agreed between the relevant Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply)Dealer, such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 Schedule 9 to this Agreement.
(7) For the purposes of monitoring the aggregate principal amount of Notes issued under the Program, the Agent shall determine the U.S. Dollar equivalent of the principal amount of each issue of Notes denominated in another currency, each issue of Dual Currency Notes, each Issue of Partly Paid Notes and each issue of Indexed Notes as follows:
(a) the U.S. Dollar equivalent of Notes denominated in a currency other than U.S. Dollars shall be determined as of the Agreement Date for such Notes on the basis of the spot rate for the sale of the U.S. Dollar against the purchase of the relevant currency quoted by a foreign exchange dealer selected by the relevant Issuer on the relevant day of calculation;
(b) the U.S. Dollar equivalent of Dual Currency Notes and Indexed Notes (other than Indexed Redemption Amount Notes) shall be calculated in the manner specified above by reference to the original nominal amount of such Notes;
(c) the U.S. Dollar equivalent of Zero Coupon Notes, other Notes issued at a discount or premium and Indexed Redemption Amount Notes shall be calculated in the manner specified above by reference to the net proceeds received by the relevant Issuer for the relevant issue; and
(d) the U.S. Dollar equivalent of Partly Paid Notes shall be determined in the manner specified above by reference to the original principal amount of such Notes regardless of the amount paid on the Notes.
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Determinations and Notifications. (a) The Fiscal Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.
(b) The Fiscal Agent shall not be responsible to the Issuer, the Guarantor Issuer or to any third party as a result of the Fiscal Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.
(c) The Fiscal Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantorother Paying Agents, the other Paying Agents Registrar (in the case of Registered Covered Bonds) and (in respect of a Series of Notes Covered Bonds listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, and the listing agent of each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.
(d) The Fiscal Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.
(e) If the Fiscal Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clauseClause 9, it shall forthwith as soon as is reasonably practicable notify the Issuer, the Guarantor Registrar (in the case of Registered Covered Bonds) and the other Paying Agents of such fact.
(f) Determinations with regard to Notes Covered Bonds shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Fiscal Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix Schedule 1 to this Agreement.. Covered Bonds of any Series may specify additional duties and obligations of the Fiscal Agent, any Paying Agent or the Registrar as set out in the Conditions, the performance of which will be agreed between the Issuer and the Fiscal Agent prior to the relevant Issue Date.
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Samples: Agency Agreement