Common use of Maintenance of Agencies Clause in Contracts

Maintenance of Agencies. (a) The Issuer shall at all times maintain an office or agency where Notes may be presented or surrendered for registration of transfer or for exchange and for payment thereof. Such offices or agencies shall be (i) initially at the Corporate Trust Office and (ii) in Singapore (which may be an office of the paying agent in Singapore or an Affiliate of such Person) so long as the Notes are listed on the Singapore Stock Exchange and the rules of such stock exchange shall so require. Written notice of any change of location thereof shall be given by the Trustee to the Issuer and the Holders. (b) The Issuer hereby initially appoints Citibank, N.A., at its Corporate Trust Office, as the Trustee hereunder and Citibank, N.A. xxxxxx accepts such appointment. The Trustee will have the powers and authority granted to and conferred upon it in the Notes and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Trustee, and the Trustee will keep a copy of this Indenture available for inspection during normal business hours at its Corporate Trust Office. (c) The Issuer hereby initially appoints DTC to act as depositary with respect to the Global Notes. (d) The Issuer hereby initially appoints the Trustee as Registrar and Paying Agent for the Notes. (e) Any Person or other entity into which any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3) may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.12, without the execution or filing of any document or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation or other entity. In acting hereunder in connection with the Notes, each Authorized Agent shall act solely as an agent of the Issuer, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder. (f) Any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3(a)) may at any time resign by giving 30 days’ written notice of resignation to the Trustee and the Issuer. The Issuer may, and at the request of the Required Holders shall, at any time terminate the agency of any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3) by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section 8.12 (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Issuer), the Issuer shall promptly appoint one or more qualified successor Authorized Agents to perform the functions of the Authorized Agent that has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 8.12. The Issuer shall give written notice of any such appointment made by it to the Trustee; and in each case the Trustee shall deliver notice of such appointment to all applicable Holders as their names and addresses appear on the Register.

Appears in 2 contracts

Samples: Indenture (Auna S.A.), Indenture (Auna S.A.)

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Maintenance of Agencies. (a) The Issuer shall at all times maintain an office or agency where Notes may be presented or surrendered for registration of transfer or for exchange and for payment thereof. Such offices or agencies shall be (i) initially at the Corporate Trust Principal Paying Agent Office and (ii) in Singapore Luxembourg (which may be an office of the paying agent in Singapore Luxembourg Paying Agent, registrar or an Affiliate affiliate of any of such Person) Persons), so long as the Notes are listed on the Singapore Official List of the Luxembourg Stock Exchange and the rules of such stock exchange shall so require. Written notice of any change of location thereof shall be given by the Trustee Principal Paying Agent or the Luxembourg Paying Agent, as the case may be, to the Issuer and the Holders. In the event that no such notice of location or of change of location shall be given, presentations may be made and notices may be served at the Corporate Principal Paying Agent Office or the office of the Luxembourg Paying Agent, as applicable. (b) The Issuer hereby initially appoints CitibankMUFG Union Bank, N.A., at its Corporate Trust Office, as the Trustee hereunder and Citibank, MUFG Union Bank N.A. xxxxxx hereby accepts such appointment. The Trustee will have the powers and authority granted to and conferred upon it in the Notes and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Trustee, and the Trustee will keep a copy of this Indenture available for inspection during normal business hours at its Corporate Trust Office. (c) The Issuer hereby initially appoints DTC to act Law Debenture Trust Company of New York, as depositary with respect to the Global NotesPrincipal Paying Agent hereunder and Law Debenture Trust Company of New York hereby accepts such appointment. (d) The Issuer hereby initially appoints the Trustee Banque Internationale à Luxembourg, Société Anonyme, as Registrar and Luxembourg Paying Agent for the Noteshereunder and Banque Internationale à Luxembourg, Société Anonyme hereby accepts such appointment. (e) Any Person corporation or other entity into which any Authorized Agent (other than the TrusteeTrustee or the Principal Paying Agent, matters with respect to which are specified in Section 8.38.06) may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.12Section, without the execution or filing of any document or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation or other entity. In acting hereunder in connection with the Notes, each Authorized Agent shall act solely as an agent of the Issuer, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder. (f) Any Authorized Agent (other than the TrusteeTrustee or the Principal Paying Agent, matters with respect to which are specified in Section 8.3(a8.03(a)) may at any time resign by giving 30 days’ written notice of resignation to the Trustee Trustee, the Principal Paying Agent and the Issuer. The Issuer may, and at the request of the Required Holders shall, at any time terminate the agency of any Authorized Agent (other than the TrusteeTrustee or the Principal Paying Agent, matters with respect to which are specified in Section 8.38.03) by giving written notice of termination to such Authorized Agent and to the TrusteeTrustee and the Principal Paying Agent. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section 8.12 (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Issuer), the Issuer shall promptly appoint one or more qualified successor Authorized Agents to perform the functions of the Authorized Agent that has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 8.12Section. The Issuer shall give written notice of any such appointment made by it to the TrusteeTrustee and the Principal Paying Agent; and in each case the Trustee Principal Paying Agent shall deliver mail notice of such appointment to all applicable Holders as their names and addresses appear on the Register.

Appears in 1 contract

Samples: Indenture (Venezuelan National Petroleum Co)

Maintenance of Agencies. (a) The Issuer shall at all times maintain an office or agency where Notes may be presented or surrendered for registration of transfer or for exchange and for payment thereof. Such offices or agencies shall be (i) initially at the Corporate Trust Office and (ii) in Singapore (which may be an office of the paying agent in Singapore or an Affiliate of such Person) so long as the Notes are listed on the Singapore Stock Exchange and the rules of such stock exchange shall so require. Written notice of any change of location thereof shall be given by the Trustee to the Issuer and the Holders. (b) The Issuer hereby initially appoints Citibank, N.A., at its Corporate Trust Office, as the Trustee hereunder and Citibank, N.A. xxxxxx hereby accepts such appointment. The Trustee will have the powers and authority granted to and conferred upon it in the Notes and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Trustee, and the Trustee will keep a copy of this Indenture available for inspection during normal business hours at its Corporate Trust Office. (c) The Issuer hereby initially appoints DTC to act as depositary with respect to the Global Notes. (d) The Issuer hereby initially appoints the Trustee as Registrar and Paying Agent for the Notes. (e) Any Person or other entity into which any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3) may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.12, without the execution or filing of any document or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation or other entity. In acting hereunder in connection with the Notes, each Authorized Agent shall act solely as an agent of the Issuer, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder. (f) Any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3(a)) may at any time resign by giving 30 days’ written notice of resignation to the Trustee and the Issuer. The Issuer may, and at the request of the Required Holders shall, at any time terminate the agency of any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3) by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section 8.12 (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Issuer), the Issuer shall promptly appoint one or more qualified successor Authorized Agents to perform the functions of the Authorized Agent that has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 8.12. The Issuer shall give written notice of any such appointment made by it to the Trustee; and in each case the Trustee shall deliver notice of such appointment to all applicable Holders as their names and addresses appear on the Register.

Appears in 1 contract

Samples: Indenture (Auna S.A.A.)

Maintenance of Agencies. (a) The Issuer shall at all times maintain an office or agency where Notes may be presented or surrendered for registration of transfer or for exchange and for payment thereof. Such offices or agencies shall be (i) initially at the Corporate Trust Office and (ii) in Singapore (which may be an office of the paying agent in Singapore or an Affiliate of such Person) so long as the Notes are listed on the Singapore Stock Exchange and the rules of such stock exchange shall so require. Written notice of any change of location thereof shall be given by the Trustee to the Issuer and the Holders. (b) The Issuer hereby initially appoints Citibank, N.A., at its Corporate Trust Office, as the Trustee hereunder and Citibank, N.A. xxxxxx hxxxxx accepts such appointment. The Trustee will have the powers and authority granted to and conferred upon it in the Notes and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Trustee, and the Trustee will keep a copy of this Indenture available for inspection during normal business hours at its Corporate Trust Office. (c) The Issuer hereby initially appoints DTC to act as depositary with respect to the Global Notes. (d) The Issuer hereby initially appoints the Trustee as Registrar and Paying Agent for the Notes. (e) Any Person or other entity into which any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section ‎Section 8.3) may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section ‎Section 8.12, without the execution or filing of any document or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation or other entity. In acting hereunder in connection with the Notes, each Authorized Agent shall act solely as an agent of the Issuer, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder. (f) Any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section ‎Section 8.3(a)) may at any time resign by giving 30 days’ written notice of resignation to the Trustee and the Issuer. The Issuer may, and at the request of the Required Holders shall, at any time terminate the agency of any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section ‎Section 8.3) by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section ‎Section 8.12 (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Issuer), the Issuer shall promptly appoint one or more qualified successor Authorized Agents to perform the functions of the Authorized Agent that has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section ‎Section 8.12. The Issuer shall give written notice of any such appointment made by it to the Trustee; and in each case the Trustee shall deliver notice of such appointment to all applicable Holders as their names and addresses appear on the Register.

Appears in 1 contract

Samples: Indenture (Auna S.A.)

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Maintenance of Agencies. (a) The Issuer shall at all times maintain an office or agency where Notes may be presented or surrendered for registration of transfer or for exchange and for payment thereofthereof and where notices and demands to or upon the Trustee in respect of the Notes and/or this Indenture may be served. Such offices or agencies shall be (i) initially at the Corporate Trust Office and (ii) in Singapore (which may be an office of the paying agent in Singapore or an Affiliate of such Person) so long as the Notes are listed on the Singapore Stock Exchange and the rules of such stock exchange shall so requireOffice. Written notice of any change of location thereof shall be given by the Trustee to the Issuer and the Holders. In the event that no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office. (b) The Issuer hereby initially appoints CitibankU.S. Bank Trust Company, N.A.National Association, at its Corporate Trust Office, as the Trustee hereunder and CitibankU.S. Bank Trust Company, N.A. xxxxxx National Association hereby accepts such appointment. The Trustee will have the powers and authority granted to and conferred upon it in the Notes and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Trustee, and the Trustee will keep a copy of this Indenture available for inspection during normal business hours at its Corporate Trust Office. (c) The Issuer hereby initially appoints DTC to act as depositary depository with respect to the Global Notes. (d) In the event that a global certificate is exchanged for definitive certificates, for so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Issuer shall appoint and maintain a paying agent in Singapore, where the Notes may be presented or surrendered for payment or redemption. In addition, in the event that a global certificate is exchanged for definitive certificates, an announcement of such exchange shall be made by or on behalf of the Issuer through the SGX-ST and such announcement will include all material information with respect to the delivery of the definitive certificates, including details of the paying agent in Singapore. (e) The Issuer hereby initially appoints the Trustee as Security Registrar and Paying Agent for the Notes. (ef) Any Person or other entity into which any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section ‎Section 8.3) may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.12‎Section 8.11, without the execution or filing of any document or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation or other entity. In acting hereunder in connection with the Notes, each Authorized Agent shall act solely as an agent of the Issuer, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder. (fg) Any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3(a)‎Section 8.3) may at any time resign by giving 30 days’ written notice of resignation to the Trustee and the Issuer. The Issuer may, and at the request of the Required Holders shall, at any time terminate the agency of any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section ‎Section 8.3) by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section 8.12 ‎Section 8.11 (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Issuer), the Issuer shall promptly appoint one or more qualified successor Authorized Agents to perform the functions of the Authorized Agent that has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 8.12‎Section 8.11. The Issuer shall give written notice of any such appointment made by it to the Trustee; and in each case the Trustee shall deliver mail notice of such appointment to all applicable Holders as their names and addresses appear on the Register.

Appears in 1 contract

Samples: Indenture (Gran Tierra Energy Inc.)

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