Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 15 contracts
Samples: Indenture (Victoria's Secret & Co.), Indenture (Victoria's Secret & Co.), Collateral Trust Agreement (Tenneco Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a (a) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes there is delivered to the Company and the Trustee such request security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 bona fide purchaser, the Company shall execute and upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by an Authentication Order the Trustee shall authenticate and deliver, in exchange for or the Companyin lieu of any such mutilated, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companydestroyed, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.06 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 12 contracts
Samples: Supplemental Indenture (Lyondell Houston Refinery Inc.), Supplemental Indenture (Lyondell Refining LP, LLC), Indenture (Lyondell Chemical Co)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and Principal Amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if Principal Amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payablepayable or has been called for redemption in full, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3062.08, the Company may require payment by the payment Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 2.08 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes Note duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 11 contracts
Samples: Indenture (Cisco Systems Inc), Indenture (Cisco Systems Inc), Indenture (Cisco Systems Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if (2) the Holder Issuer and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuer and the Trustee such security or indemnity to save each of them harmless from any claim, loss, cost or liability resulting from such lost or stolen Note, then, in the absence of written notice to the Issuer or the Trustee that the such Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code Code) (a “Protected Purchaser”), the Issuer shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.06, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.06 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 11 contracts
Samples: Indenture (PennyMac Financial Services, Inc.), Indenture (PennyMac Financial Services, Inc.), Supplemental Indenture (Mr. Cooper Group Inc.)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, Company whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this the Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 9 contracts
Samples: Fourteenth Supplemental Indenture (Concho Resources Inc), Supplemental Indenture (Concho Resources Inc), Supplemental Indenture (Concho Resources Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 9 contracts
Samples: Indenture (Hd Supply, Inc.), Intercreditor Agreement (LBM Holdings, LLC), Intercreditor Agreement (LBM Holdings, LLC)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, in exchange therefor a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall authenticate a replacement Note if be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of written notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute, and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3062.09, the Company may require payment by the payment Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 2.09 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 8 contracts
Samples: Indenture (ProSomnus, Inc.), Intercreditor Agreement (ProSomnus, Inc.), Intercreditor Agreement (ProSomnus, Inc.)
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder loss or theft of any Note, and (aii) notifies there is delivered to the Company or and the Trustee within a reasonable time after such Holder has security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 bona fide purchaser, the Company shall execute and upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by an Authentication Order the Trustee shall authenticate and deliver, in exchange for or the Companyin lieu of any such mutilated, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companydestroyed, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Supplemental Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 7 contracts
Samples: Supplemental Indenture (Graphic Packaging Holding Co), Supplemental Indenture (Graphic Packaging International, LLC), Graphic Packaging Holding Co
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuers shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 8303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the CompanyIssuers, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuers, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 7 contracts
Samples: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.), Supplemental Indenture (Avis Budget Group, Inc.)
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note of any series claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue execute and upon a Company Order, the Trustee shall authenticate and deliver a replacement Note of like tenor and principal amount, bearing a number not contemporaneously outstanding, and the Guarantors shall execute a replacement Note Guarantee, if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request furnishes to the Company or and to the Trustee prior evidence reasonably acceptable to the Note being acquired by a protected purchaser as defined in Section 8-303 them of the Uniform Commercial Code ownership and (c) satisfies any other reasonable requirements the destruction, loss or theft of the Company. If required by the Trustee or the Company, such Holder shall furnish Note and an indemnity bond shall be posted by such Holder, sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company or the Trustee, as the case may be, to protect the Company, the Trustee, a Paying Trustee or any Agent and the Note Registrar, from any loss that any of them may suffer if a such Note is replaced. In case The Company may charge such Holder for the Company's and any Guarantor's expenses in replacing such mutilated, destroyed, lost or stolen Note has become or is about (including (i) expenses of the Trustee charged to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover and (ii) any tax or other governmental charge that may be imposed in relation thereto imposed) and any other expenses (including the fees and expenses of Trustee may charge the Company for the Trustee) connected therewith's expenses in replacing such Note. Every new replacement Note and Note Guarantee issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and each Guarantor, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 6 contracts
Samples: Indenture (Saks Inc), Indenture (Saks Inc), Indenture (Saks Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver in exchange therefor a new Note and of like principal amount and bearing a number not contemporaneously outstanding. If there shall authenticate a replacement Note if be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like principal amount and the Note Registrar, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunderNotes. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 5 contracts
Samples: Indenture (Southwest Gas Corp), Indenture (Southwest Gas Corp), Indenture (Southwest Gas Corp)
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder loss or theft of any Note, and (aii) notifies there is delivered to the Company or and the Trustee within a reasonable time after such Holder has security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 bona fide purchaser, the Company shall execute and upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by an Authentication Order the Trustee shall authenticate and deliver, in exchange for or the Companyin lieu of any such mutilated, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companydestroyed, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 5 contracts
Samples: Indenture (VWR International, Inc.), Indenture (VWR International, Inc.), VWR Funding, Inc.
Mutilated, Destroyed, Lost and Stolen Notes. If a (a) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder Issuers and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and (b) there is delivered to the Issuers and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuers or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company Issuers shall issue execute and upon receipt of an Authentication Order the Trustee shall authenticate a replacement Note if the requirements and deliver, in exchange for or in lieu of Section 8-405 of the Uniform Commercial Code are metany such mutilated, such that the Holder (a) notifies the Company destroyed, lost or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.06, the Company Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.06 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Companyeach Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 5 contracts
Samples: Supplemental Indenture (Lyondell Chemical Co), Supplemental Indenture (Lyondell Chemical Co), Supplemental Indenture (Equistar Chemicals Lp)
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from the Corporation shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver in exchange therefor a new Note of the same series and of like tenor and Principal Amount, Stated Maturity and interest rate, bearing a number not contemporaneously outstanding. If the Corporation, the Note Registrar, any Authenticating Agent and the Trustee receive evidence to their satisfaction of the destruction, loss that or theft of any Note, and there is delivered to the Corporation, the Note Registrar, any Authenticating Agent and the Trustee such security or indemnity as may be required by them to save each of them may suffer if harmless, then, in the absence of notice to the Corporation, the Note Registrar, any Authenticating Agent or the Trustee that such Note has been acquired by a bona fide purchaser, the Corporation shall execute and upon its request the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of such destroyed, lost or stolen Note, a new Note is replacedof the same series and of like tenor, Principal Amount, Stated Maturity and interest rate. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Corporation in its discretion may, instead of issuing a new Note, pay such Note. Every new Note issued pursuant to this Section 3.8 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of such series duly issued and authenticated hereunder. Neither the Corporation, the Trustee, the Note Registrar nor any Authenticating Agent shall be required to treat both the original Note and any duplicate Note as being Outstanding for the purpose of determining the Principal Amount of Notes which may be issued hereunder or for the purpose of determining any percentage of Notes Outstanding hereunder, but both the original and duplicate Note shall be treated as one and the same. Upon the issuance of any new Note under this Section 3063.8, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Note Registrar, any Authenticating Agent and the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 5 contracts
Samples: Participation Agreement (Education Loans Inc /De), Please Insert Social Security (Education Loans Inc /De), Please Insert Social Security (Education Loans Inc /De)
Mutilated, Destroyed, Lost and Stolen Notes. If a (a) any mutilated Note is surrendered to the Note Registrar Trustee, or if (b) the Holder Issuer and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuer and the Trustee such security or indemnity to save each of them harmless from any claim, loss, cost or liability resulting from such lost or stolen Note, then, in the absence of written notice to the Issuer or the Trustee that the such Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code Code) (a “Protected Purchaser”), the Issuer shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 4 contracts
Samples: Supplemental Indenture (Entegris Inc), Supplemental Indenture (On Semiconductor Corp), Supplemental Indenture (Entegris Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (2) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request there is delivered to the Company or and the Trustee prior to the Note being acquired by a protected purchaser such security or indemnity as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If may be required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent any agent and the Note Registrar, any authenticating agent from any loss that any of them may suffer if a Note is replaced, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code) (a “Protected Purchaser”), the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewithin replacing a Note. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and each Subsidiary Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 4 contracts
Samples: Indenture (Kaiser Aluminum Corp), Indenture (Kaiser Aluminum Corp), Supplemental Indenture (Aleris Ohio Management, Inc.)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Issuer shall issue execute, and the Trustee shall authenticate and deliver in exchange therefor, a replacement new Note if (a "NEW NOTE") of like tenor and principal amount and bearing a number not contemporaneously outstanding. Each New Note issued pursuant to this Section in exchange for, in substitution for, or in lieu of a Predecessor Note shall be dated the requirements of Section 8-405 of date of, and be in the Uniform Commercial Code are metform of, such that Predecessor Note. If there shall be delivered to the Holder (a) notifies the Company or Issuer and the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by each of them to save each of them and any agent of either of them harmless, then, in the Company absence of notice to protect the CompanyIssuer or the Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuer shall execute and upon its request the Trustee shall authenticate and deliver, a Paying Agent and the Note Registrar, from any loss that any in lieu of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note, a New Note has become of like tenor and principal amount and bearing a number not contemporaneously outstanding. In every case of mutilation or is about to become due and payabledefacement, the Company in its discretion may, instead of issuing a new Note, pay such Noteapplicant shall surrender to the Trustee the Note so mutilated or defaced. Upon the issuance of any new Note under this Section 306substitute Note, the Company Issuer may require the payment by the applicant of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge that may be imposed or incurred in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new New Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer evidencing the same debt as the Predecessor Note, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyoneanyone having rights in such New Note thereunder and hereunder, and any such New Note shall be entitled to all the benefits of this Indenture equally and ratably with any of the other Security Documents to the same extent as such Predecessor Note. All Notes shall be held and all other Notes duly issued hereunder. The owned upon the express condition that, to the extent permitted by law, the foregoing provisions of this Section 306 are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen NotesNotes or negotiable instruments without their surrender.
Appears in 4 contracts
Samples: Indenture and Servicing Agreement (Gotham Golf Corp), Indenture and Servicing Agreement (Gotham Golf Corp), Indenture and Servicing Agreement (Gotham Golf Corp)
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if (2) the Holder Co-Issuers and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Co-Issuers and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Co-Issuers or the Trustee that the such Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code Code) (a “Protected Purchaser”), the Co-Issuers shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Co-Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306305, the Company Co-Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 305 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCo-Issuers and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 305 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 4 contracts
Samples: Indenture (Telesat Canada), Indenture (Telesat Canada), Indenture (Telesat Canada)
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuers shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuers, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 4 contracts
Samples: Indenture (Sally Beauty Holdings, Inc.), Indenture (New Sally Holdings, Inc.), Sally Beauty Holdings, Inc.
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the CompanyIssuer, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company Issuer to protect the CompanyIssuer, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3062.9, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 2.9 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 2.9 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 4 contracts
Samples: Indenture (Booz Allen Hamilton Holding Corp), Indenture (Booz Allen Hamilton Holding Corp), Sylvamo Corp
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note of any series claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue execute and upon a Company Order, the Trustee shall authenticate and deliver a replacement Note of like tenor and principal amount, bearing a number not contemporaneously outstanding if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request furnishes to the Company or and to the Trustee prior evidence reasonably acceptable to the Note being acquired by a protected purchaser as defined in Section 8-303 them of the Uniform Commercial Code ownership and (c) satisfies any other reasonable requirements the destruction, loss or theft of the Company. If required by the Trustee or the Company, such Holder shall furnish Note and an indemnity bond shall be posted by such Holder, sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company or the Trustee, as the case may be, to protect the Company, the Trustee, a Paying Trustee or any Agent and the Note Registrar, from any loss that any of them may suffer if a such Note is replaced. In case any The Company may charge such mutilated, destroyed, lost or stolen Holder for the Company's expenses in replacing such Note has become or is about (including (i) expenses of the Trustee charged to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover and (ii) any tax or other governmental charge that may be imposed in relation thereto imposed) and any other expenses (including the fees and expenses of Trustee may charge the Company for the Trustee) connected therewith's expenses in replacing such Note. Every new replacement Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 4 contracts
Samples: RCN Corp /De/, Verio Inc, Spincycle Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 4 contracts
Samples: Indenture (Hertz Corp), Indenture (Hertz Corp), Credit Agreement (Servicemaster Co)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 4 contracts
Samples: Wilshire Financial Services Group Inc, Maverick Tube Corporation, Wilshire Financial Services Group Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if (2) the Holder Issuer and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuer and the Trustee such security and/or indemnity to save each of them harmless from any claim, loss, cost or liability resulting from such lost or stolen Note, then, in the absence of written notice to the Issuer or the Trustee that the such Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code Code) (a “Protected Purchaser”), the Issuer shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Advanced Drainage Systems, Inc., Supplemental Indenture (Engility Holdings, Inc.), BWX Technologies, Inc.
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies same series and Tranche and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company or and the Trustee within a reasonable time after (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such Holder has security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in Section 8-303 lieu of any such destroyed, lost or stolen Note, a new Note of the Uniform Commercial Code same series and (c) satisfies any other reasonable requirements Tranche and of like tenor and principal amount and bearing a number not contemporaneously outstanding. Notwithstanding the Company. If required by the Trustee or the Companyforegoing, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note of any series, or any Tranche thereof, issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of that series and Tranche duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Indenture (PNM Resources Inc), Texas New Mexico Power Co, Indenture (PNM Resources Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 8303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the CompanyIssuer, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuer, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Indenture (Adesa California, LLC), Indenture (Adesa California, LLC), Indenture (Adesa California, LLC)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement Note if new Note, of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 of Company and the Uniform Commercial Code are met, such that the Holder Trustee (a) notifies evidence to their satisfaction of the Company or the Trustee within a reasonable time after such Holder has notice ownership of such loss, destruction or wrongful taking and the destruction, loss or theft of any Note Registrar does not register a transfer prior to receiving such notification, and (b) makes such request to the Company security or the Trustee prior to the Note being acquired by a protected purchaser indemnity as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If may be reasonably required by the Trustee or the Companythem to save each of them and any agent of either of them harmless, such Holder shall furnish an indemnity bond sufficient then, in the judgment absence of (i) the Trustee notice to protect the Trustee and (ii) the Company to protect the Company, the TrusteeGuarantor, or the Trustee that such Note is held by a Person purporting to be the owner of such Note, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. Notwithstanding the Note Registrarforegoing, from any loss that any of them may suffer if a Note is replaced. In in case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and the Guarantor, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyoneanyone other than the Holder of such new Note, and any such new Note shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Nextera Energy Partners, Lp, Nextera Energy Partners, Lp, NextEra Energy Partners, LP
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 8‑303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Collateral Agreement (US Foods Holding Corp.), Phinia Inc., US Foods Holding Corp.
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company and the Guarantors shall issue execute, and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if (including the requirements accompanying Guarantees) of Section 8-405 like tenor, principal amount and Stated Maturity and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to hold each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected bona fide purchaser, the Company and the Guarantors shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor, principal amount and Stated Maturity and bearing a number not contemporaneously outstanding. If after the delivery of such new Note, a bona fide purchaser as defined in Section 8-303 of the Uniform Commercial Code original Note in lieu of which such new Note was issued presents for payment such original Note, the Company and (c) satisfies the Trustee shall be entitled to recover such new Note from the person to whom it was delivered or any other reasonable requirements transferee thereof, except a bona fide purchaser of such new Note, and shall be entitled to recover upon the Company. If required security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Trustee Company or the Company, such Holder shall furnish an indemnity bond sufficient Trustee in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replacedconnection therewith. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every Except as provided above, every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and the Guarantors, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Grupo (TMM Holdings Sa De Cv), Letter Agreement (Grupo TMM Sa), Indenture (Grupo TMM Sa)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously Outstanding. If there shall be delivered to the requirements of Section 8-405 of Company and the Uniform Commercial Code are met, such that the Holder Trustee (a) notifies evidence to their satisfaction of the Company destruction, loss or the Trustee within a reasonable time after such Holder has notice theft of such loss, destruction or wrongful taking any Note and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request Note or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. If exchanges of Notes pursuant to this Section 3.5 are done in Luxembourg, such exchanges will be exchanged by the Trustee via the Luxembourg Agent. Upon the issuance of any new Note under this Section 3063.5, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.5 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Indenture (Edenor), Edenor, Edenor
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless and such other reasonable requirements of as may be imposed by the Company as permitted by Section 8-405 of the Uniform Commercial Code are methave been satisfied, such that then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3062.09, the Company may require payment by the payment Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 2.09 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Indenture (Herbalife Nutrition Ltd.), Indenture (Herbalife Ltd.), Amicus Therapeutics Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuers shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Such Holder shall furnish an indemnity bond sufficient in the reasonable judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuers, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: RSC Equipment Rental, Inc., RSC Equipment Rental, Inc., RSC Equipment Rental, Inc.
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame series, such that and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Holder Company and the Trustee (a) notifies evidence to their satisfaction of the Company or the Trustee within a reasonable time after such Holder has notice ownership of such loss, destruction or wrongful taking and the destruction, loss or theft of any Note Registrar does not register a transfer prior to receiving such notification, and (b) makes such request security or indemnity as may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee prior to the that such Note being acquired is held by a protected purchaser as defined Person purporting to be the owner of such Note, the Company shall execute and the Trustee shall authenticate and deliver, in Section 8-303 lieu of any such destroyed, lost or stolen Note, a new Note of the Uniform Commercial Code same series and (c) satisfies any other reasonable requirements Tranche, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. Notwithstanding the Company. If required by the Trustee or the Companyforegoing, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyoneanyone other than the Holder of such new Note, and any such new Note shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of such series duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Carolina Power & Light Co, Southern Indiana Gas & Electric Co, Carolina Power & Light Co
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if (ii) the Holder Issuers and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuers and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuers or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company Issuers shall issue execute and upon Issuer Order the Trustee shall authenticate a replacement and deliver, in exchange for any such mutilated Note if the requirements or in lieu of Section 8-405 of the Uniform Commercial Code are metany such destroyed, such that the Holder (a) notifies the Company lost or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payablepayable or has been properly tendered for repurchase on a Fundamental Change Repurchase Date (and not withdrawn), as the case may be, or is to be exchanged pursuant to this Indenture, shall become mutilated or be destroyed, lost or stolen, the Company Issuer may, instead of issuing a substitute Note, the Issuers in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Supplemental Indenture (Clearwire Corp /DE), Note Purchase Agreement (Clearwire Corp /DE), Note Purchase Agreement (Sprint Nextel Corp)
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder Obligor and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and (ii) there is delivered to the Obligor and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Obligor or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company shall issue Obligor may in its discretion execute and upon request of the Obligor the Trustee shall authenticate a replacement Note if the requirements and deliver, in exchange for or in lieu of Section 8-405 of the Uniform Commercial Code are metany such mutilated, such that the Holder (a) notifies the Company destroyed, lost or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor, Maturity Date, and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Obligor in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Obligor may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyObligor, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Assumption Agreement (Pepsi Bottling Group Inc), Pepsi Bottling Group Inc, Pepsi Bottling Group Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (ii) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies loss or theft of any Note, and there is delivered to the Company or and the Trustee within a reasonable time after such Holder has security or indemnity as may be required by them to save each of them harmless, then, in the absence of actual notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and, pursuant to the Note Guarantees, the Subsidiary Guarantors, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Indenture (Fleming Companies Inc /Ok/), Fleming Companies Inc /Ok/, Fleming Companies Inc /Ok/
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Indenture (Ambac Financial Group Inc), Collateral Agreement (Ambac Financial Group Inc), Collateral Agreement (Ambac Financial Group Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar Trustee or if the Holder Company, together with such security or indemnity as may be required by the Company or the Trustee to save each of a Note claims that the Note has been lost, destroyed them or wrongfully takenany agent of either of them harmless, the Company shall issue shall, at the relevant Holder's expense, execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame principal amount, such that the Holder (a) notifies containing identical terms and provisions and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company or and to the Trustee within a reasonable time after (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such Holder has security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or bona fide purchaser, the Company, such Holder at the relevant Holder's expense, shall furnish an indemnity bond sufficient in execute, and upon the judgment of (i) Company's request the Trustee to protect the Trustee shall authenticate and (ii) the Company to protect the Companydeliver, the Trusteein lieu of any such destroyed, lost or stolen Note, a Paying Agent new Note of the same principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding, appertaining to such destroyed, lost or stolen Note. Notwithstanding the Note Registrarprovisions of the previous two paragraphs, from any loss that any of them may suffer if a Note is replaced. In in case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Transwitch Corp /De, Transwitch Corp /De, Transwitch Corp /De
Mutilated, Destroyed, Lost and Stolen Notes. (a) If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within like tenor and Principal Amount and bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, (b) makes such request contemporaneously outstanding. If there shall be delivered to the Company or and the Trustee prior (i) evidence to the Note being acquired by a protected purchaser as defined in Section 8-303 their satisfaction of the Uniform Commercial Code destruction, loss or theft of any Note and (cii) satisfies any other reasonable requirements of the Company. If such security or indemnity as may be required by the Trustee or the Company, such Holder shall furnish an indemnity bond them sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Trustee or any agent from any loss that which any of them may suffer if a Note is replaced, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and Principal Amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.09, the Company may require payment by the payment Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.09 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Indenture (Gevo, Inc.), Registration Rights Agreement (Gevo, Inc.), Exchange and Purchase Agreement (Gevo, Inc.)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (1) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (2) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, Company whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this the Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Supplemental Indenture (Approach Resources Inc), Supplemental Indenture (Oasis Petroleum Inc.), First Supplemental Indenture (Oasis Petroleum Inc.)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if Trustee, subject to the Holder provisions of a Note claims that the Note has been lost, destroyed or wrongfully takenthis Section, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding. If there be delivered to the requirements of Section 8-405 Company and to the Trustee (1) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note, and (2) such that indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected bona fide purchaser as defined (or any equivalent person under any applicable statute, rule or regulation or interpretation then in Section 8-303 of effect), the Uniform Commercial Code and (c) satisfies any other reasonable requirements of Company shall execute and, upon the Company. If required by 's request the Trustee shall authenticate and deliver, in exchange for or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding. Notwithstanding the Note Registrarforegoing provisions of this Section, from any loss that any of them may suffer if a Note is replaced. In in case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payablepayable or redeemed by the Company pursuant to Article Eleven hereof, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an additional original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are Section, as amended or supplemented pursuant to this Indenture, shall be exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Indenture (Callon Petroleum Co), Indenture (Callon Petroleum Co), Indenture (Callon Petroleum Co)
Mutilated, Destroyed, Lost and Stolen Notes. If a (a) any mutilated Note is surrendered to the Note Registrar Trustee, or if (b) the Holder Company and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Company, any other obligor on the Notes and the Trustee, such security or indemnity, in each case, as may be required by them to save each of them harmless, then, in the absence of notice to the Company, any other obligor on the Notes or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company shall issue execute and upon a Company Request the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are metlike tenor and principal amount, such that the Holder (a) notifies the Company or the Trustee within bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does number not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replacedcontemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new replacement Note, pay such Note. Upon the issuance of any new Note replacement Notes under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new replacement Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and any other obligor on the Notes, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Bally Total Fitness Holding Corp, Bally Franchise RSC Inc, Bally Franchise RSC Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (2) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request there is delivered to the Company or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee such security or the Company, such Holder shall furnish an indemnity bond that is sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent any agent and the Note Registrar, any authenticating agent from any loss that any of them may suffer if a Note is replaced, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code) (a “Protected Purchaser”), the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewithin replacing a Note. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and each Subsidiary Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 3 contracts
Samples: Indenture (Kaiser Aluminum Corp), Indenture (Kaiser Aluminum Corp), Indenture (Kaiser Aluminum Corp)
Mutilated, Destroyed, Lost and Stolen Notes. (a) If a mutilated any certificated Note is surrendered to the Note Registrar becomes mutilated, defaced, destroyed, lost or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenstolen, the Company shall issue execute and upon receipt of a Company Order, the Trustee shall authenticate and deliver in exchange therefor (upon surrender and cancellation thereof) a replacement new certificated Note if of like tenor (including the requirements same date of Section 8-405 of the Uniform Commercial Code are metissuance) and equal principal amount, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient registered in the judgment same manner and dated the date of (i) its authentication and bearing a number not contemporaneously outstanding. In case such certificated Note is destroyed, lost or stolen, the Trustee applicant for a substituted certificated Note will furnish to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a the Paying Agent and the Note Registrar, from any loss that any as applicable, such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, and, in every case of destruction, loss or theft of the Note, the applicant will also furnish to the Company satisfactory evidence of the destruction, loss or theft of such certificated Note, as the case may suffer if be, and of the ownership thereof. Upon the issuance of any such certificated Note, the Company, the Trustee, the Paying Agent and the Note Registrar, as applicable, may require the payment by the registered Holder thereof of a Note is replacedsum sufficient to cover fees and expenses connected therewith. (b) In case any such mutilated, destroyed, lost or stolen certificated Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trusteec) connected therewith. Every new Note issued pursuant to this Section 306 2.13 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. (d) The provisions of this Section 306 2.13 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Millicom International Cellular Sa), Indenture (Millicom International Cellular Sa)
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (2) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request there is delivered to the Company or and the Trustee prior to the Note being acquired by a protected purchaser such security or indemnity as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If may be required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Trustee and any Authenticating Agent and or other agent of the Note Registrar, Company or the Trustee from any loss that any of them may suffer if a Note is replaced, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code) (a “Protected Purchaser”), the Company shall execute and upon its receipt of a Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewithin replacing a Note. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (New York Mortgage Trust Inc), Indenture (Ellington Financial LLC)
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, there shall be delivered to the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder loss or theft of any Note and (aii) notifies there shall be delivered to the Company or and the Trustee within a reasonable time after such Holder has indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 bona fide purchaser, the Company shall execute and upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by a Company Order the Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note containing identical terms and the Note Registrar, from any loss that any of them may suffer if like tenor and principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of or in exchange for, as the case may be, any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual a separate obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 Section, as amended or supplemented pursuant to this Indenture, are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Selective Insurance Group Inc), Indenture (Selective Insurance Group Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if (ii) the Holder Issuers and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuers and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuers or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company Issuers shall issue execute and upon Issuer Order the Trustee shall authenticate a replacement and deliver, in exchange for any such mutilated Note if the requirements or in lieu of Section 8-405 of the Uniform Commercial Code are metany such destroyed, such that the Holder (a) notifies the Company lost or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers and each Subsidiary Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Supplemental Indenture (Clearwire Corp /DE), Indenture (Clearwire Corp /DE)
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if (2) the Holder Issuer and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuer and the Trustee such security and/or indemnity to save each of them harmless from any claim, loss, cost or liability resulting from such lost or stolen Note, then, in the absence of written notice to the Issuer or the Trustee that the such Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code Code) (a “Protected Purchaser”), the Issuer shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Aar Corp), Indenture (BWX Technologies, Inc.)
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyCompany or the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of such series duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Hertz Corp), Hertz Corp
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuers shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the CompanyIssuers, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the CompanyIssuers, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously Outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (1) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (2) such that security or indemnity as may be required by each of them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, Company whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Supplemental Indenture (Bellatrix Exploration Ltd.), Indenture (Bellatrix Exploration Ltd.)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and make available for delivery in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding, or, in case any such mutilated Note has become or is about to become due and payable, the requirements Company in its discretion may, instead of Section 8-405 issuing a new Note, pay such Note. If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Company Order the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount and bearing a number not contemporaneously outstanding, from any loss that any of them may suffer if a Note is replaced. In or, in case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (ii) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies loss or theft of any Note, and there is delivered to the Company or and the Trustee within a reasonable time after such Holder has security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, and, pursuant to the Guarantee, the Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Tembec Industries Inc), Tembec Industries Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar Trustee or if the Holder Company, together with, in appropriate cases, such security or indemnity as may be required by the Company or the Trustee to hold each of a Note claims that the Note has been lost, destroyed them or wrongfully takenany agent of either of them harmless, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame series and principal amount, such that the Holder (a) notifies containing identical terms and provisions and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company or and to the Trustee within a reasonable time after (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such Holder has security or indemnity as may be required by them to hold each of them and any agent of either of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined bona fide purchaser, the Company shall execute and upon the Company's request the Trustee shall authenticate and deliver, in Section 8-303 lieu of any such destroyed, lost or stolen Note a new Note of the Uniform Commercial Code same series and (c) satisfies any other reasonable requirements principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. Notwithstanding the provisions of the Company. If required by the Trustee or the Companyimmediately preceding two paragraphs, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, Note pay such Notesuch. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee) connected therewith. Every new Note of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of that series duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Carramerica Realty Corp), Carramerica Realty Corp
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metlike tenor and principal amount and bearing a number not contemporaneously outstanding, or, in case any such that the Holder (a) notifies mutilated Note has become or is about to become due and payable, the Company or the Trustee within in its discretion may, instead of issuing a reasonable time after new Note, pay such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the CompanyNote. If required by the Trustee or there shall be delivered to the Company, such Holder shall furnish an indemnity bond sufficient in any Subsidiary Guarantor and to the judgment of Trustee (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Company absence of notice to protect the Company, any Subsidiary Guarantor or the TrusteeTrustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount and bearing a number not contemporaneously outstanding, from any loss that any of them may suffer if a Note is replaced. In or, in case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Company, any Subsidiary Guarantor and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Tmil Corp, Perry Ellis International Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if (2) the Holder Issuer and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Trustee that the such Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code Code) (a “Protected Purchaser”), the Issuer shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Co-Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Co-Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCo-Issuers and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Supplemental Indenture (Infosat Communications LP), Supplemental Indenture (Infosat Communications LP)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note (together, in the case of Bearer Notes, with all unmatured Coupons (if any) appertaining thereto) is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Obligors shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame Series and Class, such that of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking Obligors and the Note Registrar does not register a transfer prior to receiving such notificationTrustee, (bi) makes evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such request security or indemnity as may be required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by Obligors, the Trustee or the CompanySupport Provider that such Note has been acquired by a bona fide purchaser, such Holder the Obligors shall furnish an indemnity bond sufficient execute and upon its request the Trustee shall authenticate and make available for delivery (in the judgment case of (i) Bearer Notes, outside the Trustee to protect the Trustee and (ii) the Company to protect the CompanyUnited States), the Trusteein exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note (of the same Series and the Class), in lieu of any such destroyed, lost or stolen Note, a new Note Registrar, from any loss that any of them may suffer if like tenor and principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Obligors in its their discretion may, instead of issuing a new Note, cause the Trustee to pay such Note by depositing with the Trustee the full amount needed to pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Obligors or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note of any Series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyObligors, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture Master Agreement and the related Series Supplement equally and ratably proportionately with any and all other Notes of the same Series duly issued hereunderhereunder and under the related Series Supplement. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Master Facility Agreement (Advanta Leasing Receivables Corp Ix), Master Facility Agreement (Advanta Leasing Receivables Corp Ix)
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (2) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request there is delivered to the Company or and the Trustee prior to the Note being acquired by a protected purchaser such security or indemnity as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If may be required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent any agent and the Note Registrar, any authenticating agent from any loss that any of them may suffer if a Note is replaced, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a Protected Purchaser (as defined in Section 8-303 of the UCC) (a “Protected Purchaser”), the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewithin replacing a Note. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Winnebago Industries Inc), Indenture (Aleris Corp)
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Indenture Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company Trust and the Indenture Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Note, and there is delivered to the Trust and the Indenture Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trust or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeTrust shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if interest rate and maturity date, bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Trust in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Trust may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Indenture Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyTrust, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Saul B F Real Estate Investment Trust), Saul B F Real Estate Investment Trust
Mutilated, Destroyed, Lost and Stolen Notes. (a) If a (i) any mutilated or defaced Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lostIndenture Trustee, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking Issuer and the Note Registrar does not register a transfer prior and the Indenture Trustee receive evidence to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 their satisfaction of the Uniform Commercial Code and (c) satisfies destruction, loss or theft of any other reasonable requirements of the Company. If required by the Trustee or the CompanyNote, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) there is delivered to the Company to protect the CompanyIssuer, the Trustee, a Paying Agent Note Registrar and the Note RegistrarIndenture Trustee evidence to their satisfaction of the ownership and authenticity thereof, from any loss that any and such security or indemnity as may be required by them to save each of them may suffer if harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a Note is replaced. In case Protected Purchaser, the Issuer shall execute, and upon an Issuer Order the Indenture Trustee shall authenticate, and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note has become or is about to become due of like tenor, interest rate and payableprincipal amount, bearing a number not then outstanding and registered in the Company in its discretion maysame manner. If, instead after the delivery of issuing a such new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses Protected Purchaser of the Trustee) connected therewith. Every new original Note issued pursuant to this Section 306 in lieu of any destroyedwhich such new Note was issued presents for payment such original Note, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not Issuer and the destroyed, lost or stolen Note Indenture Trustee shall be at entitled to recover such new Note from the Person to whom it was delivered or any time enforceable by anyonePerson taking therefrom, except a Protected Purchaser, and shall be entitled to all recover upon the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (security or indemnity provided therefor to the extent lawful) all other rights and remedies with respect to of any loss, damage, cost or expenses incurred by the replacement Issuer or payment of mutilated, destroyed, lost or stolen Notesthe Indenture Trustee in connection therewith.
Appears in 2 contracts
Samples: Insurance Trust Agreement (Brasil Telecom Sa), Insurance Trust Agreement (Brasil Telecom Holding Co)
Mutilated, Destroyed, Lost and Stolen Notes. If a (a) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes there is delivered to the Company and the Trustee such request security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 bona fide purchaser, the Company shall execute and upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by an Authentication Order the Trustee shall authenticate and deliver, in exchange for or the Companyin lieu of any such mutilated, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companydestroyed, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note RegistrarAccreted Value, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.05, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.05 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.05 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Thermadyne MFG LLC, Viasystems Group Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefore a replacement new Note if and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (1) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (2) such that security or indemnity as shall be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of written notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note and of like tenor and principal amount, having the Note RegistrarGuarantees noted therein, from any loss that any of them may suffer if and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306210, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the TrusteeCompany and the fees and expenses of the Trustee and its counsel) connected therewith. Every new Note issued pursuant to this Section 306 210 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and the respective Guarantors, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes and Guarantees duly issued hereunder. The provisions of this Section 306 210 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Ares Management Corp), Indenture (Apollo Global Management, Inc.)
Mutilated, Destroyed, Lost and Stolen Notes. If a (a) any mutilated Note is surrendered to the Note Registrar Trustee or if Funding Corp. or Funding Corp. and the Holder Trustee receive evidence to their satisfaction of a Note claims that the Note has been lostdestruction, destroyed loss or wrongfully takentheft of any Note, and (b) there is delivered to Funding Corp. and the Company Trustee evidence to their satisfaction of the ownership and authenticity thereof, and such security or indemnity as may be required by them to save each of them harmless, Funding Corp. shall issue execute and upon its request the Trustee shall authenticate a replacement Note if the requirements and make available for delivery, in exchange for or in lieu of Section 8-405 of the Uniform Commercial Code are metany such mutilated, such that the Holder (a) notifies the Company destroyed, lost or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and principal amount, bearing a number not then outstanding. Notwithstanding the Note Registrarforegoing, from any loss that any of them may suffer if a Note is replaced. In in case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, Funding Corp. upon satisfaction of the Company conditions set forth in its discretion clauses (a) and (b) of the immediately preceding paragraph, may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3062.11, the Company Funding Corp. may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every If required by the Trustee or Funding Corp., an indemnity bond must be supplied by any Holder that shall be sufficient in the judgment of the Trustee and Funding Corp. to protect Funding Corp., the Trustee and any authenticating agent from any loss that any of them may suffer if a Note is replaced. Without prejudice to any rights of Funding Corp. under any indemnity bond or other security provided by any Holders pursuant to this Section 2.11, every new Note issued pursuant to this Section 306 2.11 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyFunding Corp., whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 2.11 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Trust Indenture (TermoEmcali Leasing LTD), Trust Indenture (TermoEmcali Leasing LTD)
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if (2) the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue Issuers and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note, and there is delivered to the Issuers and the Trustee such that security or indemnity as may be required to protect the Holder (a) notifies Issuers, the Company Trustee and any Authenticating Agent or other agent of the Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced, then, in the absence of notice to the Issuers or the Trustee that such Note has been acquired by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code) (a “Protected Purchaser”), the Issuers shall execute and upon its receipt of an Issuers' Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Issuers may require the payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewithin replacing a Note. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Ellington Financial Inc.), Indenture (Ellington Financial LLC)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note (together, in the case of Bearer Notes, with all unmatured Coupons (if any) appertaining thereto) is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Obligors' Agent shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame Series and Tranche, such that of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Holder (a) notifies the Company or Obligors' Agent and the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the related Series Support Provider, if any (unless a Series Support Provider Default shall have occurred and be continuing) (i) evidence to their satisfaction of the destruction, loss or theft of any Note Registrar does not register a transfer prior and (ii) such security or indemnity as may be required by them to receiving such notificationhold each of them and any agent of any of them harmless, (b) makes such request then, in the absence of notice to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by Obligors' Agent, the Trustee or the Companyrelated Series Support Provider that such Note has been acquired by a bona fide purchaser, such Holder the Obligors' Agent shall furnish an indemnity bond sufficient execute and upon its request the Trustee shall authenticate and make available for delivery (in the judgment case of (i) Bearer Notes, outside the Trustee to protect the Trustee and (ii) the Company to protect the CompanyUnited States), the Trusteein exchange for or in lieu of any such destroyed, lost or stolen Note, a Paying Agent new Note (of the same Series and the Note Registrar, from any loss that any Class) of them may suffer if like tenor and principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payablepayable in full, the Company Obligors' Agent in its discretion may, instead of issuing a new Note, cause the related Obligors to pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Obligors' Agent or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the TrusteeTrustee and its counsel) connected therewith. Every new Note of any Series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Companyrelated Obligors, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture Master Agreement and the related Series Supplement equally and ratably proportionately with any and all other Notes of the same Series duly issued hereunderhereunder and under the related Series Supplement. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Financing Facility Agreement (Marlin Business Services Inc), Marlin Business Services Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Hertz Global Holdings Inc, Hertz Global Holdings Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee, or if (2) the Holder Issuer and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuer and the Trustee such security or indemnity to save each of them harmless from any claim, loss, cost or liability resulting from such lost or stolen Note, then, in the absence of written notice to the Issuer or the Trustee that the such Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser Protected Purchaser (as defined in Section 8-303 of the Uniform Commercial Code Code) (a “Protected Purchaser”), the Issuer shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Supplemental Indenture (Ww International, Inc.), Indenture (Weight Watchers International Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company Issuer of such Notes shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company Issuer of such Notes or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company Issuer of such Notes or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the CompanyIssuer of such Notes. If required by the Trustee or the CompanyIssuer of such Notes, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company such Issuer to protect the Companysuch Issuer, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer of such Notes in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company Issuer of such Notes may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer of such Note, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Univar Solutions Inc.), Univar Inc.
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3062.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 2.06 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen NotesNote.
Appears in 2 contracts
Samples: Medco Health Solutions Inc, Medco Health Solutions Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding, or, in case any such mutilated Note has become or is about to become due and payable, the requirements Company in its discretion may, instead of Section 8-405 issuing a new Note, pay such Note. If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Company Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount and bearing a number not contemporaneously outstanding, from any loss that any of them may suffer if a Note is replaced. In or, in case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the CompanyCompany and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: United Artists Theatre Co, United Artists Theatre Co
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and Principal Amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to hold each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if Principal Amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payablepayable or has been called for redemption in full, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3062.08, the Company may require payment by the payment Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 2.08 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Seagate Technology), Seagate Technology HDD Holdings
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Trustee, the Issuer shall execute and deliver in exchange therefor a new Note Registrar of like tenor and maximum principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer (a) evidence to the Issuer's satisfaction of the destruction, loss or if theft of any Note and (b) such security or indemnity as may be required by them to hold the Holder Issuer and any of a Note claims its agents harmless, then, in the absence of notice to the Issuer that the such Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companybona fide purchaser, the TrusteeIssuer shall execute and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and maximum principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.06, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the TrusteeNote Registrar) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture Agreement equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Custodian Agreement (Nelnet Inc), Warehouse Note Purchase and Security Agreement (Nelnet Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue and execute and, if applicable, the Subsidiary Guarantors shall execute the notation of Subsidiary Guarantee endorsed thereon, and, upon Company Order, the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 purchaser, the Company shall execute and, if applicable, the Subsidiary Guarantors shall execute the notation of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by Subsidiary Guarantee endorsed thereon, and, upon Company Order, the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note Note, and, if applicable, the notation of Subsidiary Guarantee endorsed thereon, shall constitute an original additional contractual obligation of the CompanyCompany and, if applicable, the respective Subsidiary Guarantors, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this the Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Stone Energy Corp), Supplemental Indenture (Stone Energy Corp)
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, there shall be delivered to the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder loss or theft of any Note and (aii) notifies there shall be delivered to the Company or and the Trustee within a reasonable time after such Holder has indemnity as may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 bona fide purchaser, the Company shall execute, and upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by a Company Order the Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note containing identical terms and the Note Registrar, from provisions and of any loss that any of them may suffer if authorized denominations and like principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.07 in lieu of or in exchange for, as the case may be, any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual a separate obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Fiserv Inc), Fiserv Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (ii) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies loss or theft of any Note, and there is delivered to the Company or and the Trustee within a reasonable time after such Holder has security or indemnity bond, in each case, as may be required by them to save each of them and any Authenticating Agent harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 bona fide purchaser, the Company shall execute and upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by a Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Note issued pursuant to this Section 306 3.06 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Wheeler Real Estate Investment Trust, Inc.), Wheeler Real Estate Investment Trust, Inc.
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or and the Trustee within a reasonable time after that such Holder has provided notice of such loss, destruction or wrongful taking and the Note Registrar does has not register registered a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: HSI IP, Inc., HSI IP, Inc.
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the CompanyTrustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Registration Rights Agreement (Johnsondiversey Holdings Inc), Johnsondiversey Holdings Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (ii) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies loss or theft of any Note, and there is delivered to the Company or and the Trustee within a reasonable time after such Holder has security or indemnity bond, in each case, as may be required by them to save each of them and any Authenticating Agent harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 bona fide purchaser, the Company shall execute and upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by a Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.06, the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Note issued pursuant to this Section 306 3.06 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (Wheeler Real Estate Investment Trust, Inc.), Wheeler Real Estate Investment Trust, Inc.
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, there shall be delivered to the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder loss or theft of any Note and (aii) notifies there shall be delivered to the Company or and the Trustee within a reasonable time after such Holder has indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in Section 8-303 lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of the Uniform Commercial Code same series with the Guarantees endorsed thereon containing identical terms and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee like tenor and (ii) the Company to protect the Company, the Trustee, principal amount and bearing a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note of any series and Guarantee issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual a separate obligation of the CompanyCompany and the respective Guarantors, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of the same series and Guarantees duly issued hereunder. The provisions of this Section 306 Section, as amended or supplemented pursuant to this Indenture, are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (American Freightways Inc), Kinkos Partners, L.L.C.
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note claims that the Note has been lostRegistrar, destroyed or wrongfully taken, (ii) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies loss or theft of any Note, and there is delivered to the Company or and the Trustee within a reasonable time after such Holder has security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute, and (c) satisfies any other reasonable requirements of the Company. If required by upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Burke Industries Inc /Ca/, Burke Industries Inc /Ca/
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Issuers shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Holder (a) notifies the Company or Issuers and the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Company absence of notice to protect the CompanyIssuers or the Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuers shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a Paying Agent new Note of the same series and the Note Registrar, from any loss that any of them may suffer if like tenor and principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company Issuers in its their discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3062.06, the Company Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note of any series issued pursuant to this Section 306 2.06 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of such series duly issued hereunder. The provisions of this Section 306 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Indenture (NEWMONT Corp /DE/), Indenture (NEWMONT Corp /DE/)
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any transfer or similar tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Supplemental Indenture (US Foods Holding Corp.), Supplemental Indenture (US Foods Holding Corp.)
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company and the Trustee receive evidence to protect their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, any Guarantor and the TrusteeTrustee such security or indemnity, in each case, as may be required by them to save each of them harmless, then, in the absence of notice to the Company any Guarantor or the Trustee that such Note has been acquired by a bona fide or otherwise protected purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, any Guarantor and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Registration Rights Agreement (Alliance Imaging Inc /De/), Indenture (Alliance HealthCare Services, Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenstolen, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee (and the Paying Agent and Note Registrar, if the Trustee is acting in such capacities) and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, Registrar from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Supplemental Indenture (Frontdoor, Inc.), Supplemental Indenture (Servicemaster Global Holdings Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar Trustee or if the Holder Company, together with such security, bond or indemnity as may be required by the Company or the Trustee to save each of a Note claims that the Note has been lost, destroyed or wrongfully takenthem and any agent of either of them harmless, the Company shall issue execute and the Trustee shall authenticate and make available for delivery in exchange therefor a replacement new Note if and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note; and (ii) such that security, bond or indemnity in a form satisfactory to both of them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined bona fide purchaser, the Company shall execute and the Trustee shall authenticate and make available for delivery, in Section 8-303 lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. Notwithstanding the provisions of the Uniform Commercial Code and (c) satisfies any other reasonable requirements previous paragraphs of the Company. If required by the Trustee or the Companythis Section, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may or the Trustee shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) ), if any, connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately and with any and all other Notes duly issued hereunder. A new Note shall have such legends as are on the old Note, unless the Company provides otherwise. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Anixter International Inc, Anixter International Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar Trustee or if the Holder Company, together with, in appropriate cases, such security or indemnity as may be required by the Company or the Trustee to hold each of a Note claims that the Note has been lost, destroyed them or wrongfully takenany agent of either of them harmless, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame series and principal amount, such that the Holder (a) notifies containing identical terms and provisions and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company or and to the Trustee within a reasonable time after (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such Holder has security or indemnity as may be required by them to hold each of them and any agent of either of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined bona fide purchaser, the Company shall execute and upon the Company’s request the Trustee shall authenticate and deliver, in Section 8-303 lieu of any such destroyed, lost or stolen Note a new Note of the Uniform Commercial Code same series and (c) satisfies any other reasonable requirements principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. Notwithstanding the provisions of the Company. If required by the Trustee or the Companyimmediately preceding two paragraphs, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, Note pay such Notesuch. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee) connected therewith. Every new Note of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of that series duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute, and the Trustee shall authenticate and deliver in exchange herefor a replacement new Note if of like tenor, principal amount and Stated Maturity and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to hold each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor, principal amount and Stated Maturity and bearing a number not contemporaneously outstanding. If after the delivery of such new Note, a bona fide purchaser as defined in Section 8-303 of the Uniform Commercial Code original Note in lieu of which such new Note was issued presents for payment such original Note, the Company and (c) satisfies the Trustee shall be entitled to recover such new Note from the person to whom it was delivered or any other reasonable requirements transferee thereof, except a bona fide purchaser of such new Note, and shall be entitled to recover upon the Company. If required security or indemnity provided herefor to the extent of any loss, damage, cost or expense incurred by the Trustee Company or the Company, such Holder shall furnish an indemnity bond sufficient Trustee in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replacedconnection therewith. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every Except as provided above, every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Grupo TMM Sa, TMM Holdings
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder loss or theft of any Note, and (aii) notifies there is delivered to the Company or and the Trustee within a reasonable time after such Holder has security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 bona fide purchaser, the Company shall execute and upon receipt of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by an Authentication Order the Trustee shall authenticate and deliver, in exchange for or the Companyin lieu of any such mutilated, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companydestroyed, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.06 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 2 contracts
Samples: Refinancing Agreement (Sirva Inc), Refinancing Agreement (Relocation Management Systems Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated Note or a Note with a mutilated Note Coupon appertaining to it is surrendered to the Note Registrar or if Trustee, subject to the Holder provisions of a Note claims that the Note has been lost, destroyed or wrongfully takenthis Section 3.5, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, such that with Coupons appertaining thereto corresponding to the Holder (a) notifies Coupons, if any, appertaining to the surrendered Note. If there be delivered to the Company or and the Trustee within a reasonable time after (i) evidence to their satisfaction of the destruction, loss or theft of any Note or Coupon, and (ii) such Holder has security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior that such Note or Coupon has been acquired by a bona fide purchaser, the Company shall execute and, upon the Company's request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note or in exchange for the Note to which a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a new Note of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining thereto corresponding to the Coupons, if any, appertaining to such destroyed, lost or stolen Note or to the Note being acquired by a protected purchaser as defined to which such destroyed, lost or stolen Coupon appertains. Notwithstanding the foregoing provisions of this Section 3.5, in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note or Coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such NoteNote or Coupon; provided, however, that payment of principal of, and any premium or interest, if any, on any Notes shall, except as otherwise provided in Section 10.2, be payable only at an Office or Agency for such Notes located outside the United States and its possessions. Upon the issuance of any new Note under this Section 3063.5, the Company may require the payment of a sum sufficient to cover any stamp tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the TrusteeTrustee and counsel) connected therewith. Every new Note Note, with any Coupons appertaining thereto issued pursuant to this Section 306 3.5 in lieu of any destroyed, lost or stolen Note, or in exchange for a Note to which a destroyed, lost or stolen Coupon appertains shall constitute an original additional contractual a separate obligation of the Company, whether or not the destroyed, lost or stolen Note and Coupons appertaining thereto or the destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of such series and any Coupons, if any, duly issued hereunder. The provisions of this Section 306 are 3.5, as amended or supplemented pursuant to this Indenture with respect to particular Notes or generally, shall be exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen NotesNotes or Coupons.
Appears in 2 contracts
Samples: Cit Group Inc, Cit Group Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue and execute and, if applicable, the Subsidiary Guarantors shall execute the notation of Subsidiary Guarantee endorsed thereon, and, upon Company Order, the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 purchaser, the Company shall execute and, if applicable, the Subsidiary Guarantors shall execute the notation of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by Subsidiary Guarantee endorsed thereon, and, upon Company Order, the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note Note, and, if applicable, the notation of Subsidiary Guarantee endorsed thereon, shall constitute an original additional contractual obligation of the CompanyCompany and, if applicable, the respective Subsidiary Guarantors, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated In the event that any Note is surrendered to the Note Registrar shall become mutilated, defaced, destroyed, lost or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenstolen, the Company will execute and, upon the Company’s request, the Trustee will authenticate and deliver a new Note, of like tenor (including the same date of issuance) and equal principal amount, registered in the same manner, and bearing interest from the date to which interest has been paid on such Note, in exchange and substitution for such Note (upon surrender and cancellation thereof) or in lieu of and substitution for such Note. In the event that such Note is destroyed, lost or stolen, the applicant for a substitute Note shall issue furnish to the Company and the Trustee shall authenticate a replacement Note if the requirements such security or indemnity as may be required by them to hold each of Section 8-405 them harmless, and, in every case of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossNote, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request applicant shall also furnish to the Company or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 satisfactory evidence of the Uniform Commercial Code destruction, loss or theft of such Note and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replacedownership thereof. In case any such mutilated, defaced, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 3063.8, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other fees and expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 3.8 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 3.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture (Gruma Sab De Cv)
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Great North Imports, LLC
Mutilated, Destroyed, Lost and Stolen Notes. If a (1) any mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (2) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Company loss or the Trustee within a reasonable time after such Holder has notice theft of such lossany Note, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request there is delivered to the Company or and the Trustee prior to the Note being acquired by a protected purchaser such security or indemnity as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If may be required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a Paying Agent any agent and the Note Registrar, any authenticating agent from any loss that any of them may suffer if a Note is replaced, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a Protected Purchaser (as defined in Section 8-303 of the UCC) (a “Protected Purchaser”), the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306305, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewithin replacing a Note. Every new Note issued pursuant to this Section 306 305 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 305 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture (Aleris Corp)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company Issuer shall issue execute, and the Trustee shall authenticate and deliver in exchange therefor, a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. Each new Note issued pursuant to this Section in exchange for, in substitution for, or in lieu of a Predecessor Note shall be dated the requirements date of Section 8-405 of such Predecessor Note. If there shall be delivered to the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or Issuer and the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) evidence to their satisfaction of the Trustee to protect the Trustee destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by each of them to save each of them and any agent of either of them harmless, then, in the Company absence of notice to protect the CompanyIssuer or the Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeIssuer shall execute and upon its request the Trustee shall authenticate and deliver, a Paying Agent and the Note Registrar, from any loss that any in lieu of them may suffer if a Note is replaced. In case any such mutilated, destroyed, lost or stolen Note, a new Note has become of like kind (Fixed Rate or is about to become due Floating Rate) tenor and payableprincipal amount and bearing a number not contemporaneously outstanding. In every case of mutilation or defacement, the Company in its discretion may, instead of issuing a new Note, pay such Noteapplicant shall surrender to the Trustee the Note so mutilated or defaced. Upon the issuance of any new Note under this Section 306substitute Note, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, evidencing the same debt as the Predecessor Note, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and any such new Note shall be entitled to all the benefits of this Indenture and of the other Basic Documents and the Construction Loan Agreement equally and ratably proportionately with any and all other Notes duly issued hereunderand to the same extent as such Predecessor Note. The All Notes shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions of this Section 306 are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen NotesNotes or negotiable instruments without their surrender. Notwithstanding anything to the contrary in this Section, a Fixed Rate Note may be replaced or exchanged only for another Fixed Rate Note in accordance with this Indenture, and a Floating Rate Note may be replaced or exchanged only for another Floating Rate Note in accordance with this Indenture.
Appears in 1 contract
Samples: Indenture Agreement (CNL Hospitality Properties Inc)
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if (ii) the Holder Issuers and the Trustee receive evidence to their satisfaction of a Note claims the destruction, loss or theft of any Note, and there is delivered to the Issuers and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuers or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company Issuers shall issue execute and upon Issuer Order the Trustee shall authenticate a replacement and deliver, in exchange for any such mutilated Note if the requirements or in lieu of Section 8-405 of the Uniform Commercial Code are metany such destroyed, such that the Holder (a) notifies the Company lost or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payablepayable or has been called for redemption or has been properly tendered for repurchase on a Fundamental Change Repurchase Date (and not withdrawn) or has been tendered for repurchase on a Put Right Repurchase Date (and not withdrawn), as the case may be, or is to be exchanged pursuant to this Indenture, shall become mutilated or be destroyed, lost or stolen, the Company Issuer may, instead of issuing a substitute Note, the Issuers in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306Section, the Company Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuers and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated or defaced Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate (or caused to be authenticated) and deliver in exchange therefor a replacement New Note if of like tenor and principal amount, having endorsed thereon the requirements of Section 8-405 Guarantee executed by the Guarantors and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them, the Holder (a) notifies Guarantors and any agent of either of them harmless, then, in the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in Section 8-303 lieu of any such destroyed, lost or stolen Note, a New Note of like tenor and principal amount, having endorsed thereon the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company. If required Guarantee executed by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee Guarantors and (ii) the Company to protect the Company, the Trustee, bearing a Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, defaced, destroyed, lost or stolen Note has become or is about to become due and payable, the Company may in its discretion maydiscretion, instead of issuing a new Note, pay such Note. Upon the issuance of any new New Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the TrusteeTrustee and the Paying Agent(s)) connected therewith. Every new New Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note Note, and each Guarantee endorsed thereon, shall constitute an original additional contractual obligation of the CompanyCompany and each of the Guarantors, respectively, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes and Guarantee, respectively duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is surrendered to the Note Registrar Trustee or if the Holder of a Note of claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue execute and upon a Company Order, the Trustee shall authenticate and deliver a replacement Note of like tenor and principal amount, bearing a number not contemporaneously outstanding, and the Guarantors shall execute a replacement Guarantee, if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request furnishes to the Company or and to the Trustee prior evidence reasonably acceptable to the Note being acquired by a protected purchaser as defined in Section 8-303 them of the Uniform Commercial Code ownership and (c) satisfies any other reasonable requirements the destruction, loss or theft of the Company. If required by the Trustee or the Company, such Holder shall furnish Note and an indemnity bond shall be posted by such Holder, sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company or the Trustee, as the case may be, to protect the Company, the Trustee, a Paying Trustee or any Agent and the Note Registrar, from any loss that any of them may suffer if a such Note is replaced. In case The Company may charge such Holder for the Company's and any Guarantor's expenses in replacing such mutilated, destroyed, lost or stolen Note has become or is about (including (i) expenses of the Trustee charged to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover and (ii) any tax or other governmental charge that may be imposed in relation thereto imposed) and any other expenses (including the fees and expenses of Trustee may charge the Company for the Trustee) connected therewith's expenses in replacing such Note. Every new replacement Note and Guarantee issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyCompany and each Guarantor, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Pentacon Industrial Group Inc
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Note if of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the requirements of Section 8-405 Company and the Trustee (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteestolen Note, a Paying Agent new Note of like tenor and the Note Registrar, from any loss that any of them may suffer if principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Note, pay such Note. Upon the issuance issuance, authentication and delivery by the Trustee of any new Note under this Section 306Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued issued, authenticated and delivered by the Trustee pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture (Kranzco Realty Trust)
Mutilated, Destroyed, Lost and Stolen Notes. If a any mutilated Note is surrendered to the Note Trustee (in the case of Dollar Notes) or the applicable Registrar or if (in the Holder case of a Note claims that the Note has been lost, destroyed or wrongfully takenEuro Notes), the Company shall issue execute and the Trustee, upon a Company Order, shall authenticate and deliver in exchange therefor a new Note of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 or such Registrar (i) evidence to their satisfaction of the Uniform Commercial Code are metdestruction, loss or theft of any Note and (ii) such that security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the or such Registrar that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by the Trustee or the Companysuch Registrar, upon a Company Order, shall authenticate and make available for delivery, in lieu of any such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Companydestroyed, the Trusteelost or stolen Note, a Paying Agent new Note of the same Series and the Note Registrar, from any loss that any of them may suffer if like tenor and principal amount and bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note (without surrender thereof except in the case of a mutilated Note) if the applicant for such payment shall furnish to the Company and the Trustee or such Registrar such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, and, in case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof. Upon the issuance of any new Note under this Section 3062.09, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the TrusteeTrustee or such Registrar) connected therewith. Every new Note of any Series issued pursuant to this Section 306 2.09 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes of that Series duly issued hereunder. The provisions of this Section 306 2.09 are exclusive and shall preclude (to the extent lawful) any and all other rights and remedies remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary, with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes, negotiable instruments or other securities.
Appears in 1 contract
Samples: Indenture (Chemours Co)
Mutilated, Destroyed, Lost and Stolen Notes. If a (i) any mutilated Note is surrendered to the Note Registrar Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, (ii) the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 receive evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies loss or theft of any Note, and there is delivered to the Company or and the Trustee within a reasonable time after such Holder has security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the that such Note being has been acquired by a protected purchaser as defined in Section 8-303 of bona fide purchaser, the Uniform Commercial Code Company shall execute and (c) satisfies any other reasonable requirements of the Company. If required by upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trusteelost or stolen Note, a Paying Agent new Note of like tenor and the Note Registrarprincipal amount at maturity, from any loss that any of them may suffer if bearing a Note is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Appears in 1 contract
Samples: Indenture (Cd Radio Inc)