ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below. 12.2 The Fiscal Agent shall, subject to and in accordance with Condition 11 and the following provisions of this Clause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed. 12.3 In the case of a mutilated or defaced Note, the Fiscal Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement. 12.4 The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Agent shall not issue a replacement Note or Coupon unless and until the applicant has: (a) paid such expenses and costs as may be incurred in connection with the replacement; (b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and (c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Agent. 12.5 The Fiscal Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clause. The Fiscal Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2. 12.6 The Fiscal Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clause, the Fiscal Agent shall also notify the other Paying Agents, if any, of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued. 12.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and the Fiscal Agent.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 (a) The Issuer Company shall cause a sufficient quantity of additional forms of Notes and Coupons to be made available, upon request, to the Fiscal Agent at its specified office for the purpose of issuing replacement Notes or and Coupons as provided belowin accordance with the terms of this Agreement.
12.2 (b) The Fiscal Agent (in such capacity, the “Replacement Agent”) shall, subject to and in accordance with Condition 11 the Conditions and the following provisions of this ClauseSection 6, cause to be authenticated (in the case only of replacement Notes) and delivered issue any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or apparently destroyed.
12.3 (c) In the case of a mutilated or defaced Note, the Fiscal Replacement Agent shall ensure that (unless otherwise covered by such indemnity and other document as the Issuer Company and the Replacement Agent may require) any replacement Note will only has have attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 (d) The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Replacement Agent shall not issue a any replacement Note or Coupon unless and until the applicant hastherefor shall have:
(ai) paid such expenses and costs as may be incurred in connection with the replacementtherewith;
(bii) (in the case of a lost, stolen, defaced, mutilated or destroyed Note or Coupon) furnished it the Replacement Agent with such evidence (including evidence as to the serial number of the Note or Coupon in question) and indemnity in respect thereof as the Issuer Company and the Replacement Agent may reasonably require; and
(ciii) in surrendered to the case of a Replacement Agent any mutilated or defaced Note or Coupon, surrendered it Coupon to the Fiscal Agentbe replaced.
12.5 (e) The Fiscal Agent shall cancel and destroy any mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued replaced pursuant to this Clause. The Fiscal Agent Section 6 and shall furnish the Issuer Company with a certificate stating the serial numbers of the any Notes or Coupons received by it so cancelled and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2destroyed.
12.6 (f) The Fiscal Replacement Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents and the Company of the serial number of the such replacement Note or Coupon issued issued, the date of issue and (if known) of the serial number of the Note or Coupon in place of which the such replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clause, the Fiscal Agent shall also notify the other Paying Agents, if any, of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 (g) Whenever a any Note or Coupon alleged to have been lost, stolen or destroyed in replacement for which a replacement new Note or Coupon has been issued and the serial number of which is known is shall be presented to a any of the Paying Agent Agents for payment, the relevant Paying Agent to which such Note or Coupon is presented shall immediately send notice thereof to the Issuer Fiscal Agent (if other than such Paying Agent), which shall so inform the Company and after consultation between them take appropriate action.
(h) Notwithstanding anything to the Fiscal Agentcontrary stated herein, no replacement Note or Coupon shall be delivered within the United States.
Appears in 3 contracts
Samples: Fiscal Agency Agreement (PROCTER & GAMBLE Co), Fiscal Agency Agreement (PROCTER & GAMBLE Co), Fiscal Agency Agreement (PROCTER & GAMBLE Co)
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 The Fiscal Agent shall, subject to and in accordance with Condition 11 (Replacement of Notes and Coupons) and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 In the case of a mutilated or defaced Note, the Fiscal Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note Note, or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Agent.
12.5 The Fiscal Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause. The Fiscal Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the IssuerIssuer or the Guarantor, destroy all those Notes and Coupons and shall furnish the Issuer and the Guarantor with a destruction certificate containing the information specified in subclause clause 11.2.
12.6 The Fiscal Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and (if it is not itself the Fiscal Agent) the other Paying Agents and shall not be obliged to make any payment in respect of such Note or Coupon.
Appears in 2 contracts
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 13.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon reasonable request, to the Fiscal Principal Paying Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 13.2 The Fiscal Principal Paying Agent shall, subject to and in accordance with Condition 11 12 (Replacement of Notes and Coupons) and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 13.3 In the case of a mutilated or defaced Note, the Fiscal Principal Paying Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 13.4 The Fiscal Principal Paying Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Principal Paying Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer or the Guarantors may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Principal Paying Agent.
12.5 13.5 The Fiscal Principal Paying Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause. The Fiscal Principal Paying Agent shall furnish the Issuer and the Guarantors with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause clause and shall, unless otherwise requested by the IssuerIssuer or the Guarantors, destroy all those Notes and Coupons and furnish the Issuer and the Guarantors with a destruction certificate containing the information specified in subclause 11.212.2.
12.6 13.6 The Fiscal Principal Paying Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Principal Paying Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 13.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, payment the relevant Paying Agent shall immediately send notice to the Issuer and (if it is not itself the Fiscal Principal Paying Agent) the Principal Paying Agent.
Appears in 2 contracts
Samples: Paying Agency Agreement (Luxottica Group Spa), Paying Agency Agreement (Luxottica Group Spa)
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 13.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Principal Paying Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 13.2 The Fiscal Principal Paying Agent shall, subject to and in accordance with Condition 11 12 (Replacement of Notes and Coupons) and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 13.3 In the case of a mutilated or defaced Note, the Fiscal Principal Paying Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 13.4 The Fiscal Principal Paying Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Principal Paying Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Principal Paying Agent.
12.5 13.5 The Fiscal Principal Paying Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause. The Fiscal Principal Paying Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the IssuerIssuer or the Guarantor, destroy all those Notes and Coupons and furnish the Issuer and the Guarantor with a destruction certificate containing the information specified in subclause 11.2clause 12.2.
12.6 13.6 The Fiscal Principal Paying Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Principal Paying Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 13.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and (if it is not itself the Fiscal Principal Paying Agent) the Principal Paying Agent and shall not be obliged to make any payment in respect of such Note or Coupon.
Appears in 2 contracts
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 13.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Agent or, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, the Paying Agent in Luxembourg (in each case, the “Replacement Agent”) at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 13.2 The Fiscal Replacement Agent shall, subject to and in accordance with Condition 11 and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 13.3 In the case of a mutilated or defaced Note, the Fiscal Replacement Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 13.4 The Fiscal Replacement Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Replacement Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer and the Replacement Agent may reasonably requirerequire to their satisfaction; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Replacement Agent.
12.5 13.5 The Fiscal Replacement Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause and all Notes which are so cancelled shall be delivered by the Replacement Agent to the Fiscal Agent (or as it may specify). The Fiscal Agent shall furnish the Issuer and the Guarantor with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause clause and shall, unless otherwise requested by the IssuerIssuer or the Guarantor, destroy all those Notes and Coupons and furnish the Issuer and the Guarantor with a destruction certificate containing the information specified in subclause 11.2clause 12.2.
12.6 13.6 The Fiscal Replacement Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer Issuer, the Guarantor and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 13.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer Issuer, the Guarantor and the Fiscal AgentAgent and shall not make any payment in respect of such Note or Coupon without the Issuer’s or the Guarantor’s authority.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 (a) The Issuer Company shall cause a sufficient quantity of additional forms of Notes and Coupons to be made available, upon request, to the Fiscal Agent at its specified office Trustee for the purpose of issuing replacement Notes or and Coupons as provided belowin accordance with the terms of this Indenture.
12.2 (b) The Fiscal Agent Trustee (in such capacity, the "Replacement Agent") shall, subject to and in accordance with Condition 11 and the following provisions of this ClauseSection 2.6, cause to be authenticated (in and the case only terms of replacement Notes) and delivered this Indenture, issue any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or apparently destroyed.
12.3 (c) In the case of a mutilated or defaced Note, the Fiscal Replacement Agent shall ensure that (unless otherwise covered by such indemnity and other documents as the Issuer Company may require) any replacement Note will only has have attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 (d) The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Replacement Agent shall not issue a any replacement Note or Coupon unless and until the applicant hastherefor shall have:
(ai) paid such expenses and costs as may be incurred in connection with the replacementtherewith;
(bii) (in the case of a lost, stolen, defaced, mutilated or destroyed Note or Coupon) furnished it the Replacement Agent with such evidence (including evidence as to the serial number of the Note or Coupon in question) and indemnity in respect thereof as the Issuer Company and the Replacement Agent may reasonably require; and
(ciii) in surrendered to the case of a Replacement Agent any mutilated or defaced Note or Coupon, surrendered it Coupon to the Fiscal Agentbe replaced.
12.5 (e) The Fiscal Agent Trustee shall cancel and destroy any mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued replaced pursuant to this Clause. The Fiscal Agent Section 2.6 and shall furnish the Issuer Company with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons so cancelled and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2destroyed.
12.6 (f) The Fiscal Replacement Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents and the Company of the serial number of the such replacement Note or Coupon issued issued, the date of issue and (if known) of the serial number of the Note or Coupon in place of which the such replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clause, the Fiscal Agent shall also notify the other Paying Agents, if any, of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 (g) Whenever a any Note or Coupon alleged to have been lost, stolen or destroyed in replacement for which a replacement new Note or Coupon has been issued and the serial number of which is known is shall be presented to a any of the Paying Agent Agents for payment, the relevant Paying Agent to which such Note or Coupon is presented shall immediately send notice thereof to the Issuer Trustee (if other than such Paying Agent), which shall so inform the Company and after consultation between them take appropriate action.
(h) Notwithstanding anything to the Fiscal Agentcontrary stated herein, no replacement Note or Coupon shall be delivered within the United States.
Appears in 1 contract
Samples: Indenture (Kellogg Co)
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Agent Agent, each at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 The Fiscal Agent shall, subject to and in accordance with Condition 11 and 10 and, in each case, the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 In the case of a mutilated or defaced Note, the Fiscal Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer and the Fiscal Agent may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Agent.
12.5 The Fiscal Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause and all Notes which are so cancelled. The Fiscal Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and at the Issuer’s request, furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2.
12.6 The Fiscal Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately forthwith send notice to the Issuer and the Fiscal Agent.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 The Fiscal Agent shall, subject to and in accordance with Condition 11 10 (Replacement of Notes and Coupons) and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 In the case of a mutilated or defaced Note, the Fiscal Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Agent.
12.5 The Fiscal Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause. The Fiscal Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the IssuerIssuer or the Guarantor, destroy all those Notes and Coupons and shall furnish the Issuer and the Guarantor with a destruction certificate containing the information specified in subclause 11.2.
12.6 The Fiscal Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and (if it is not itself the Fiscal Agent) the other Paying Agents and shall not be obliged to make any payment in respect of such Note or Coupon.
Appears in 1 contract
Samples: Agency Agreement (Partnerre LTD)
ISSUE OF REPLACEMENT NOTES AND COUPONS.
12.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 The Fiscal Agent shall, subject to and in accordance with Condition 11 and the following provisions of this Clause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 In the case of a mutilated or defaced Note, the Fiscal Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Fiscal Agent and Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Agent.
12.5 The Fiscal Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clause. The Fiscal Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2.
12.6 The Fiscal Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clause, the Fiscal Agent shall also notify the other Paying Agents, if any, of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and the Fiscal Agent.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 14.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 14.2 The Fiscal Agent shall, subject to and in accordance with Condition 11 and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 14.3 In the case of a mutilated or defaced Note, the Fiscal Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 14.4 The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Agent.
12.5 14.5 The Fiscal Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause. The Fiscal Agent shall furnish the Issuer and the Guarantor with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause clause and shall, unless otherwise requested by the IssuerIssuer or the Guarantor, destroy all those Notes and Coupons and furnish the Issuer and the Guarantor with a destruction certificate containing the information specified in subclause 11.213.2.
12.6 14.6 The Fiscal Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 14.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and the Fiscal Agent.
Appears in 1 contract
Samples: Agency Agreement (Kellogg Co)
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 13.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Principal Paying Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 13.2 The Fiscal Principal Paying Agent shall, subject to and in accordance with Condition 11 and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or and Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 13.3 In the case of a mutilated or defaced Note, the Fiscal Principal Paying Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 13.4 The Fiscal Principal Paying Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Principal Paying Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Principal Paying Agent.
12.5 13.5 The Fiscal Principal Paying Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause. The Fiscal Principal Paying Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.212.2.
12.6 13.6 The Fiscal Principal Paying Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents as soon as reasonably practicable of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Principal Paying Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 13.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and (if it is not itself the Fiscal Principal Paying Agent) the Principal Paying Agent as soon as reasonably practicable and shall not be obliged to make any payment in respect of such Note or Coupon.
Appears in 1 contract
Samples: Paying Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 (a) The Issuer Company shall cause a sufficient quantity of additional forms of Notes and Coupons to be made available, upon request, to the Fiscal Agent at its specified office for the purpose of issuing replacement Notes or and Coupons as provided belowin accordance with the terms of this Agreement.
12.2 (b) The Fiscal Agent (in such capacity, the "Replacement Agent") shall, subject to and in accordance with Condition 11 the Conditions and the following provisions of this ClauseSection 6, cause to be authenticated (in the case only of replacement Notes) and delivered issue any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or apparently destroyed.
12.3 (c) In the case of a mutilated or defaced Note, the Fiscal Replacement Agent shall ensure that (unless otherwise covered by such indemnity and other document as the Issuer Company may require) any replacement Note will only has have attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 (d) The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Replacement Agent shall not issue a any replacement Note or Coupon unless and until the applicant hastherefor shall have:
(ai) paid such expenses and costs as may be incurred in connection with the replacementtherewith;
(bii) (in the case of a lost, stolen, defaced, mutilated or destroyed Note or Coupon) furnished it the Replacement Agent with such evidence (including evidence as to the serial number of the Note or Coupon in question) and indemnity in respect thereof as the Issuer Company and the Replacement Agent may reasonably require; and
(ciii) in surrendered to the case of a Replacement Agent any mutilated or defaced Note or Coupon, surrendered it Coupon to the Fiscal Agentbe replaced.
12.5 (e) The Fiscal Agent shall cancel and destroy any mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued replaced pursuant to this Clause. The Fiscal Agent Section 6 and shall furnish the Issuer Company with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons so cancelled and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2destroyed.
12.6 (f) The Fiscal Replacement Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents and the Company of the serial number of the such replacement Note or Coupon issued issued, the date of issue and (if known) of the serial number of the Note or Coupon in place of which the such replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clause, the Fiscal Agent shall also notify the other Paying Agents, if any, of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 (g) Whenever a any Note or Coupon alleged to have been lost, stolen or destroyed in replacement for which a replacement new Note or Coupon has been issued and the serial number of which is known is shall be presented to a any of the Paying Agent Agents for payment, the relevant Paying Agent to which such Note or Coupon is presented shall immediately send notice thereof to the Issuer Fiscal Agent (if other than such Paying Agent), which shall so inform the Company and after consultation between them take appropriate action.
(h) Notwithstanding anything to the Fiscal Agentcontrary stated herein, no replacement Note or Coupon shall be delivered within the United States.
Appears in 1 contract
Samples: Fiscal Agency Agreement (Kellogg Co)
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 18.1 The Issuer shall cause a sufficient quantity of comply with all reasonable requests from the Registrar to facilitate the Registrar: (a) printing any additional forms of certificates; and (b) registering the Notes and Coupons to be available, upon request, to the Fiscal Agent at its specified office in book entry form with CREST; for the purpose of issuing replacement Registered Notes or Coupons as provided below.
12.2 18.2 The Fiscal Paying and Issuing Agent and the Registrar shall, subject to and in accordance with Condition 11 the relevant Conditions and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 In 18.3 The Paying and Issuing Agent or, as the case of a mutilated or defaced Notemay be, the Fiscal Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 The Fiscal Agent Registrar shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial identifying number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Neither the Paying and Issuing Agent nor the Registrar shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal AgentPaying and Issuing Agent or, as the case may be, the Registrar.
12.5 18.4 The Fiscal Paying and Issuing Agent or, as the case may be, the Registrar shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause and all Notes which are so cancelled shall be delivered by the Registrar to the Paying and Issuing Agent (or as it may specify). The Fiscal Paying and Issuing Agent shall furnish the Issuer with a certificate stating the serial identification numbers of the Notes or Coupons (as applicable) received by it and cancelled pursuant to this Clause clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and upon request furnish the Issuer with a destruction certificate containing the information specified in subclause 11.217.2 (Cancellation of Notes and Coupons).
12.6 18.5 The Fiscal Paying and Issuing Agent or, as the case may be, the Registrar shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and Issuer, the other Paying Agents, the Registrar and the Transfer Agents of the serial identification number of the replacement Note or Coupon issued and (if known) of the serial identification number of the Note or Coupon (as applicable) in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Paying and Issuing Agent shall also notify the other Paying Agents, if any, the Registrar and the Transfer Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 18.6 Whenever a Registered Note or Coupon for which a replacement Registered Note or Coupon has been issued and the serial number of which is known is presented to the Registrar for payment of Principal Amount or a Paying Transfer Agent for paymenttransfer, the relevant Paying Agent shall immediately send notice to the Issuer and (if it is not itself the Fiscal Paying and Issuing Agent) the Paying and Issuing Agent.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 13.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Principal Paying Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 13.2 The Fiscal Principal Paying Agent shall, subject to and in accordance with Condition 11 (Replacement of Notes and Coupons) and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 13.3 In the case of a mutilated or defaced Note, the Fiscal Principal Paying Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 13.4 The Fiscal Principal Paying Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Principal Paying Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Principal Paying Agent.
12.5 13.5 The Fiscal Principal Paying Agent shall cancel mutilated or defaced Notes or Coupons in respect of which whic h replacement Notes or Coupons have been issued pursuant to this Clauseclause. The Fiscal Principal Paying Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2clause 12.2.
12.6 13.6 The Fiscal Principal Paying Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Principal Paying Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 13.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately promptly send notice to the Issuer and (if it is not itself the Fiscal Principal Paying Agent) the Principal Paying Agent and shall not be obliged to make any payment in respect of such Note or Coupon.
Appears in 1 contract
Samples: Paying Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 13.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Principal Paying Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.below.
12.2 13.2 The Fiscal Principal Paying Agent shall, subject to and in accordance with Condition 11 (“Replacement of Notes and Coupons”) and the following provisions of this ClauseClause 13.2, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 13.3 In the case of a mutilated or defaced Note, the Fiscal Principal Paying Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 13.4 The Fiscal Principal Paying Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Principal Paying Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Agent.Principal Paying Agent.
12.5 13.5 The Fiscal Principal Paying Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this ClauseClause 13.5. The Fiscal Principal Paying Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2.Clause 12.2.
12.6 13.6 The Fiscal Principal Paying Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this ClauseClause 13.6, the Fiscal Principal Paying Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 13.7 Whenever a Note Note, Coupon or Coupon Talon for which a replacement Note Note, Coupon or Coupon Talon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and (if it is not itself the Fiscal Principal Paying Agent) the Principal Paying Agent and shall not be obliged to make any payment in respect of such Note, Coupon or Talon.
Appears in 1 contract
Samples: Paying Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 (1) The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Paying Agent in Luxembourg (the "Replacement Agent") at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 (2) The Fiscal Replacement Agent shall, subject to and in accordance with Condition 11 10 and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 (3) In the case of a mutilated or defaced Note, the Fiscal Replacement Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 (4) The Fiscal Replacement Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Replacement Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Replacement Agent.
12.5 (5) The Fiscal Replacement Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause and all Notes which are so cancelled shall be delivered by the Replacement Agent to the Fiscal Agent (or as it may specify). The Fiscal Agent shall upon written request furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and furnish the Issuer upon written request with a destruction certificate containing the information specified in subclause 11.2clause 12(2).
12.6 (6) The Fiscal Replacement Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 (7) Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and the Fiscal Agent.
Appears in 1 contract
Samples: Agency Agreement (Claiborne Liz Inc)
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 13.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Principal Paying Agent at its specified office Specified Office for the purpose of issuing replacement Notes Notes, or Coupons as provided below.
12.2 13.2 The Fiscal Principal Paying Agent shall, subject to and in accordance with Condition 11 (Replacement of Notes and Coupons) and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 13.3 In the case of a mutilated or defaced Note, the Fiscal Principal Paying Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 13.4 The Fiscal Principal Paying Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Principal Paying Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or CouponCoupon , surrendered it to the Fiscal Agent.Principal Paying Agent.
12.5 13.5 The Fiscal Principal Paying Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause. The Fiscal Principal Paying Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2subclause12.3.
12.6 13.6 The Fiscal Principal Paying Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Principal Paying Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 13.7 The Principal Paying Agent shall keep a full and complete record of all replacement Notes or Coupons issued and shall make the record available at all reasonable times to the Issuer and the Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it.
13.8 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and (if it is not itself the Fiscal Principal Paying Agent) the Principal Paying Agent and shall not be obliged to make any payment in respect of such Note or Coupon.
Appears in 1 contract
Samples: Paying Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 13.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Principal Paying Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 13.2 The Fiscal Principal Paying Agent shall, subject to and in accordance with Condition 11 (“Replacement of Notes and Coupons”) and the following provisions of this ClauseClause 13.2, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 13.3 In the case of a mutilated or defaced Note, the Fiscal Principal Paying Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 13.4 The Fiscal Principal Paying Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Principal Paying Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Principal Paying Agent.
12.5 13.5 The Fiscal Principal Paying Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this ClauseClause 13.5. The Fiscal Principal Paying Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2Clause 12.2.
12.6 13.6 The Fiscal Principal Paying Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this ClauseClause 13.6, the Fiscal Principal Paying Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 13.7 Whenever a Note Note, Coupon or Coupon Talon for which a replacement Note Note, Coupon or Coupon Talon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and (if it is not itself the Fiscal Principal Paying Agent) the Principal Paying Agent and shall not be obliged to make any payment in respect of such Note, Coupon or Talon.
Appears in 1 contract
Samples: Paying Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 14.1 The Issuer shall shall, if definitive Notes are issued, cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Principal Paying Agent at its specified office in London for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 14.2 The Fiscal Principal Paying Agent shall, subject to and in accordance with Condition 11 15 and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 14.3 In the case of a mutilated or defaced Note, the Fiscal Principal Paying Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those (if any) attached to the mutilated or defaced Note which is presented for replacement.
12.4 14.4 The Fiscal Principal Paying Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Principal Paying Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Principal Paying Agent.
12.5 14.5 The Fiscal Principal Paying Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause. The Fiscal Principal Paying Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause clause and shall, unless otherwise requested by the Issuer, Issuer destroy all those Notes and Coupons and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2Subclause 13.2.
12.6 14.6 The Fiscal Principal Paying Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Principal Paying Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.issued.
12.7 14.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, payment the relevant Paying Agent shall immediately send notice to the Issuer and (if it is not itself the Fiscal Principal Paying Agent.) the Principal Paying Agent.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 13.1 The Issuer shall Issuers shall, if definitive Notes are issued, cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Principal Paying Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 13.2 The Fiscal Principal Paying Agent shall, subject to and in accordance with Condition 11 12 and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer Issuers may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced mutilated or destroyeddefaced.
12.3 13.3 In the case of such a mutilated or defaced Note, the Fiscal Principal Paying Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer Issuers may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 13.4 The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Principal Paying Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity evidence, indemnity, letter of credit and/or bank guarantee as the Issuer Issuers may reasonably require; and
(c) in surrendered the case of a mutilated or defaced Note or Coupon, surrendered it Coupon to the Fiscal Principal Paying Agent.
12.5 13.5 The Fiscal Principal Paying Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause and all Notes which are so cancelled shall be delivered to the Principal Paying Agent (or as it may specify). The Fiscal Principal Paying Agent shall furnish the Issuer Issuers and the Guarantors with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause clause and shall, unless otherwise requested by the IssuerIssuers or the Guarantors, destroy all those Notes and Coupons and furnish the Issuer Issuers and the Guarantors with a destruction certificate containing the information specified in subclause 11.212.2.
12.6 13.6 The Fiscal Principal Paying Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer Issuers and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Principal Paying Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, mutilated or defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 13.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, payment the relevant Paying Agent shall immediately send notice to the Issuer Issuers and (if it is not itself the Fiscal Principal Paying Agent) the Principal Paying Agent.
Appears in 1 contract
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 The Fiscal Agent shall, subject to and in accordance with Condition 11 12 and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 In the case of a mutilated or defaced Definitive Note, the Fiscal Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Definitive Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Definitive Note which is presented for replacement.
12.4 The Fiscal Agent shall endeavour to obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity or otherwise as the Issuer and the Fiscal Agent may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Agent.
12.5 The Fiscal Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause. The Fiscal Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and furnish the Issuer with a destruction certificate containing the information specified in subclause clause 11.2.
12.6 The Fiscal Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and the Fiscal Agent.
Appears in 1 contract
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 (1) The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 (2) The Fiscal Agent shall, subject to and in accordance with Condition 11 and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 (3) In the case of a mutilated or defaced Note, the Fiscal Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 (4) The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Agent.
12.5 (5) The Fiscal Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause. The Fiscal Agent shall furnish the Issuer and the Guarantor with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause clause and shall, unless otherwise requested by the IssuerIssuer or the Guarantor, destroy all those Notes and Coupons and furnish the Issuer and the Guarantor with a destruction certificate containing the information specified in subclause 11.2clause 12(2).
12.6 (6) The Fiscal Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 (7) Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and the Fiscal Agent.
Appears in 1 contract
Samples: Agency Agreement (PCCW LTD)
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Agent at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 The Fiscal Agent shall, subject to and in accordance with Condition 11 and the following provisions of this Clause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 In the case of a mutilated or defaced Note, the Fiscal Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal Agent.
12.5 The Fiscal Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clause. The Fiscal Agent shall furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2.
12.6 The Fiscal Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clause, the Fiscal Agent shall also notify the other Paying Agents, if any, of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and the Fiscal Agent.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 (a) The Issuer Company shall cause a sufficient quantity of additional forms of Notes and Coupons to be made available, upon request, to the Fiscal Agent at its specified office for the purpose of issuing replacement Notes or and Coupons as provided belowin accordance with the terms of this Agreement.
12.2 (b) The Fiscal Agent (in such capacity, the “Replacement Agent”) shall, subject to and in accordance with Condition 11 the Conditions and the following provisions of this ClauseSection 6, cause to be authenticated (in the case only of replacement Notes) and delivered issue any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or apparently destroyed.
12.3 (c) In the case of a mutilated or defaced Note, the Fiscal Replacement Agent shall ensure that (unless otherwise covered by such indemnity and other document as the Issuer Company may require) any replacement Note will only has have attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 (d) The Fiscal Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal Replacement Agent shall not issue a any replacement Note or Coupon unless and until the applicant hastherefor shall have:
(ai) paid such expenses and costs as may be incurred in connection with the replacementtherewith;
(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and
(cii) in the case of a lost, stolen, defaced, mutilated or destroyed Note or Coupon, furnished the Replacement Agent with such evidence (including evidence as to the serial number of the Note or Coupon in question) and indemnity in respect thereof as the Company and the Replacement Agent may require; and
(iii) surrendered to the Replacement Agent any mutilated or defaced Note or Coupon, surrendered it Coupon to the Fiscal Agentbe replaced.
12.5 (e) The Fiscal Agent shall cancel and destroy any mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued replaced pursuant to this Clause. The Fiscal Agent Section 6 and shall furnish the Issuer Company with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons so cancelled and furnish the Issuer with a destruction certificate containing the information specified in subclause 11.2destroyed.
12.6 (f) The Fiscal Replacement Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents and the Company of the serial number of the such replacement Note or Coupon issued issued, the date of issue and (if known) of the serial number of the Note or Coupon in place of which the such replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clause, the Fiscal Agent shall also notify the other Paying Agents, if any, of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 (g) Whenever a any Note or Coupon alleged to have been lost, stolen or destroyed in replacement for which a replacement new Note or Coupon has been issued and the serial number of which is known is shall be presented to a any of the Paying Agent Agents for payment, the relevant Paying Agent to which such Note or Coupon is presented shall immediately send notice thereof to the Issuer Fiscal Agent (if other than such Paying Agent), which shall so inform the Company and after consultation between them take appropriate action.
(h) Notwithstanding anything to the Fiscal Agentcontrary stated herein, no replacement Note or Coupon shall be delivered within the United States.
Appears in 1 contract
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 13.1 The Issuer shall cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Agent or the Paying Agents in Luxembourg and Amsterdam (each a Replacement Agent) at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.
12.2 The Fiscal 13.2 Each Replacement Agent shall, subject to and in accordance with Condition 11 10 and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 13.3 In the case of a mutilated or defaced Note, the Fiscal relevant Replacement Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may require) any replacement Note only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note which is presented for replacement.
12.4 13.4 The Fiscal relevant Replacement Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note or Coupon in respect of which the serial number is known, that the Note or Coupon has not previously been redeemed or paid. The Fiscal No Replacement Agent shall not issue a replacement Note or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as the Issuer and/or the relevant Replacement Agent may reasonably require; and
(c) in the case of a mutilated or defaced Note or Coupon, surrendered it to the Fiscal relevant Replacement Agent.
12.5 The Fiscal 13.5 A Replacement Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause and all Notes which are so cancelled shall be delivered by the relevant Replacement Agent to the Fiscal Agent (or as it may specify). The Fiscal Agent shall shall, upon request, furnish the Issuer with a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause clause and shall, unless otherwise requested by the Issuer, destroy all those Notes and Coupons and and, upon request, furnish the Issuer with a destruction certificate containing the information specified in subclause 11.212.2.
12.6 The Fiscal 13.6 A Replacement Agent shall, on issuing any replacement Note or Coupon, forthwith inform the Issuer and the other Paying Agents of the serial number of the replacement Note or Coupon issued and (if known) of the serial number of the Note or Coupon in place of which the replacement Note or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 13.7 Whenever a Note or Coupon for which a replacement Note or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and the Fiscal Agent.
Appears in 1 contract
Samples: Agency Agreement (NYSE Euronext)
ISSUE OF REPLACEMENT NOTES AND COUPONS. 12.1 The Issuer shall (1) Gillxxxx xxxll cause a sufficient quantity of additional forms of Notes and Coupons to be available, upon request, to the Fiscal Paying Agent in Luxembourg (the "REPLACEMENT AGENT") at its specified office for the purpose of issuing replacement Notes or Coupons as provided below.. -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
12.2 (2) The Fiscal Replacement Agent shall, subject to and in accordance with Condition 11 and the following provisions of this Clauseclause, cause to be authenticated (in the case only of replacement Notes) and delivered any replacement Notes or Coupons which the Issuer may Gillxxxx xxx determine to issue in place of Notes or Coupons which have been lost, stolen, mutilated, defaced or destroyed.
12.3 (3) In the case of a mutilated or defaced NoteNotes, the Fiscal Replacement Agent shall ensure that (unless otherwise covered by such indemnity as Gillxxxx xxx the Issuer Replacement Agent may require) any replacement Note Notes only has attached to it Coupons corresponding to those attached to the mutilated or defaced Note Notes which is presented for replacement.
12.4 (4) The Fiscal Replacement Agent shall obtain verification, in the case of an allegedly lost, stolen or destroyed Note Notes or Coupon in respect of which the serial number is known, that the Note Notes or Coupon has not previously been redeemed or paid. The Fiscal Replacement Agent shall not issue a replacement Note Notes or Coupon unless and until the applicant has:
(a) paid such expenses and costs as may be incurred recurred in connection with the replacement;
(b) furnished it with such evidence and indemnity as Gillxxxx xxx the Issuer Replacement Agent may reasonably require; and
(c) in the case of a mutilated or defaced Note Notes or Coupon, surrendered it to the Fiscal Replacement Agent.
12.5 (5) The Fiscal Replacement Agent shall cancel mutilated or defaced Notes or Coupons in respect of which replacement Notes or Coupons have been issued pursuant to this Clauseclause and all Notes which are so cancelled shall be delivered by the Replacement Agent to the Fiscal Agent (or as it may specify). The Fiscal Agent shall furnish the Issuer with Gillxxxx xxxh a certificate stating the serial numbers of the Notes or Coupons received by it and cancelled pursuant to this Clause clause and shall, unless otherwise requested by the IssuerGillxxxx, destroy xxstroy all those Notes and Coupons and furnish the Issuer with Gillxxxx xxxh a destruction certificate containing the information specified in subclause 11.2clause 11(2).
12.6 (6) The Fiscal Replacement Agent shall, on issuing any replacement Note Notes or Coupon, forthwith inform the Issuer and Gillxxxx xxx the other Paying Agents of the serial number of the replacement Note Notes or Coupon issued and (if known) of the serial number of the Note Notes or Coupon in place of which the replacement Note Notes or Coupon has been issued. Whenever replacement Coupons are issued under this Clauseclause, the Fiscal Agent shall also notify the other Paying Agents, if any, Agents of the maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons and of the replacement Coupons issued.
12.7 (7) Whenever a Note Notes or Coupon for which a replacement Note Notes or Coupon has been issued and the serial number of which is known is presented to a Paying Agent for payment, the relevant Paying Agent shall immediately send notice to the Issuer and Gillxxxx xxx the Fiscal Agent.
Appears in 1 contract