Paying Agent and Transfer Agent. (a) The Company agrees, for the benefit of the Holders from time to time of the Notes, that, until all of the Notes are no longer outstanding or until moneys for the payment of all of the principal of and interest on all Notes (and Additional Amounts, if any) shall have been made available at the principal office of the Trustee, and shall have been returned to the Company as provided herein, whichever occurs earlier, there shall at all times be a Principal Paying Agent and Transfer Agent hereunder. The Principal Paying Agent and the Transfer Agent shall have the powers and authority granted to and conferred upon it herein and in the Notes. (b) The Company hereby initially appoints the Paying Agents and Transfer Agent defined in this Indenture as such. The Principal Paying Agent shall arrange with the Paying Agent for the payment, from funds furnished by the Company to the Principal Paying Agent pursuant to this Indenture, of the principal of and interest on the Notes (and Additional Amounts, if any, with respect to the Notes) and of the compensation of such paying agency or agencies for their services as such. (c) The Principal Paying Agent, Paying Agent and Transfer Agent each accepts their respective obligations set forth herein and in the Notes upon the terms and conditions hereof and thereof, including the following, to all of which the Company agrees and to all of which the rights of the holders from time to time of the Notes shall be subject: (i) The Paying Agents and Transfer Agent each shall each be entitled to the compensation to be agreed upon with the Company for all services rendered by it, and the Company agrees promptly to pay such compensation and to reimburse each of the Paying Agents and Transfer Agent for their reasonable out-of-pocket expenses (including fees and expenses of counsel) incurred by it in connection with the services rendered by it hereunder. The Company also agrees to indemnify each of the Paying Agents and Transfer Agent for, and to hold each of them harmless against, any loss, liability or expense incurring out of or in connection with their acting as Paying Agents or Transfer Agent of the Company hereunder, except to the extent such loss, liability or expense results from such Paying Agents’ or Transfer Agent’s own gross negligence, bad faith or willful misconduct. The obligations of the Company under this subsection (i) shall survive the payment of the Notes and the resignation or removal of the Paying Agents and Transfer Agent as the case may be; (ii) In acting under this Indenture and in connection with the Notes, the Paying Agents and Transfer Agent are each acting solely as agent of the Company and do not assume any obligation towards or relationship of agency or trust for or with any of the Holders except that all funds held by a Paying Agent for the payment of the principal of and interest on (and Additional Amounts, if any, with respect to) the Notes, shall be held in trust by it and applied as set forth herein and in the Notes, but need not be segregated from other funds held by it, except as required by law; (iii) The Principal Paying Agent may consult with counsel and any advice or written opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion; (iv) Each Paying Agent and Transfer Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or thing suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties; (v) Each Paying Agent and Transfer Agent may, in its individual capacity or any capacity, become the owner of, or acquire any interest in, any Notes or other obligations of the Company with the same rights that it would have if it were not the Paying Agent or Transfer Agent, and may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or other obligations of the Company as freely as if it were not the Paying Agent or Transfer Agent; (vi) Neither the Paying Agents nor the Transfer Agent shall be under any liability for interest on any moneys received by it pursuant to any of the provisions of this Indenture or the Notes; (vii) The recitals contained herein and in the Notes shall be taken as the statements of the Company, and the Paying Agents and Transfer Agent assume no responsibility for the correctness of the same. Neither the Paying Agent nor the Transfer Agent makes any representation as to the validity or sufficiency of this Indenture or the Notes. Neither the Paying Agents nor the Transfer Agent shall be accountable for the use or application by the Company of any of the Notes or the proceeds thereof; (viii) The Paying Agents and Transfer Agent shall be obligated to perform such duties and only such duties as are herein and in the Notes specifically set forth, and no implied duties or obligations shall be read into this Indenture or the Notes against the Paying Agents or Transfer Agent. Neither the Paying Agents nor the Transfer Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it; and (ix) Unless otherwise specifically provided herein or in the Notes, any order, certificate, notice, request, direction or other communication from the Company made or given under any provision of this Indenture shall be sufficient if signed by an authorized officer or any duly authorized attorney-in-fact. Anything in this Section to the contrary notwithstanding, the agreements to hold sums in trust as provided in this Section are subject to the provisions of Section 8.05. (d) Any Paying Agent or Transfer Agent may at any time resign by giving written notice of its resignation mailed to the Company specifying the date on which its resignation shall become effective; provided that such date shall be at least 60 days after the date on which such notice is given unless the Company agrees to accept less notice. Upon receiving such notice of resignation, the Company shall promptly appoint a successor Paying Agent or Transfer Agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Paying Agent or Transfer Agent and one copy to the successor Paying Agent or Transfer Agent. Such resignation shall become effective upon the earlier of (i) the effective date of such resignation or (ii) the acceptance of appointment by the successor Paying Agent or Transfer Agent as provided in Section 4.20 (e). The Company may, at any time and for any reason, and shall, upon any event set forth in the next succeeding sentence, remove a Paying Agent or Transfer Agent and appoint a successor Paying Agent or Transfer Agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the Paying Agent or Transfer Agent being removed and one copy to the successor Paying Agent or Transfer Agent. A Paying Agent or Transfer Agent shall be removed as aforesaid if it shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Paying Agent or Transfer Agent or of its property shall be appointed, or any public officer shall take charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. Any removal of a Paying Agent or Transfer Agent and any appointment of a successor Paying Agent or Transfer Agent shall become effective upon acceptance of appointment by the successor Paying Agent or Transfer Agent as provided in Section 4.20 (e). Upon its resignation or removal, the Paying Agent or Transfer Agent shall be entitled to the payment by the Company of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder (including, to the extent that the Paying Agent or Transfer Agent is being removed, all reasonable out-of-pocket expenses incurred in connection with such removal, including fees and expenses of counsel). (e) Any successor Paying Agent or Transfer Agent appointed as provided in Section 4.20 (d) shall execute and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Paying Agent or Transfer Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Paying Agent or Transfer Agent hereunder, and such predecessor, upon payment of its compensation and out-of-pocket expenses then unpaid, shall pay over to such successor agent all moneys or other property at the time held by it hereunder, if any. (f) Any corporation or bank into which the Paying Agent or Transfer Agent may be merged or converted, or with which the Paying Agent or Transfer Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Paying Agent or Transfer Agent shall be a party, or any corporation or bank succeeding to the agency business of the Paying Agent or Transfer Agent shall be the successor to the Paying Agent or Transfer Agent hereunder (provided that such corporation or bank shall be qualified as aforesaid) without the execution or filing of any paper or any further act on the part of any of the parties hereto.
Appears in 1 contract
Samples: Indenture (Cosan Ltd.)
Paying Agent and Transfer Agent. (a) The Company Issuer agrees, for the benefit of the Holders from time to time of the Notes, that, until all of the Notes are no longer outstanding Outstanding or until moneys funds in Dollars for the payment of all of the principal of and interest on all Notes (and Additional Amounts, if any) shall have been made available at the principal office of the TrusteeCorporate Trust Office, and shall have been returned to the Company Issuer as provided herein, whichever occurs earlier, there shall at all times be a Principal Paying Agent and Transfer Agent hereunder. The Principal Paying Agent and the Transfer Agent shall have the powers and authority granted to and conferred upon it herein and in the Notes.
(b) The Company Issuer hereby initially appoints the Paying Agents and Transfer Agent defined in this Indenture as such. The Principal Paying Agent shall arrange with the other Paying Agent Agents for the payment, from funds furnished by the Company Issuer to the Principal Paying Agent pursuant to this Indenture, of the principal of and interest on the Notes (and Additional Amounts, if any, with respect to the Notes) and of the compensation of such paying agency or agencies for their services as such.
(c) The Principal Paying Agent, Each Paying Agent and Transfer Agent each defined in this Indenture as such accepts their its respective obligations set forth herein and in the Notes upon the terms and conditions hereof and thereof, including the following, to all of which the Company Issuer agrees and to all of which the rights of the holders Holders from time to time of the Notes shall be subject:
(i) The Paying Agents and Transfer Agent each Agents shall each be entitled to the compensation to be agreed upon with the Company Issuer for all services rendered by it, and the Company Issuer agrees promptly to pay such compensation and to reimburse each of the Paying Agents and Transfer Agent Agents for their reasonable out-of-out of pocket expenses (including fees and expenses of counsel) incurred by it in connection with the services rendered by it hereunder. The Company Issuer also agrees to indemnify each of the Paying Agents and Transfer Agent Agents and each of their respective affiliates, officers, directors, employees, counsel, agents, advisors and attorneys- in-fact for, and to hold each of them harmless against, any lossand all liabilities, liability obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, charges, expenses or expense incurring disbursements, including any and all tax liabilities, which, for the avoidance of doubt, shall include both Brazilian and Luxembourg taxes and associated penalties, costs, claims, actions, damages, expenses or demands, (including, without limitation, reasonable and duly documented fees and expenses of agents and attorneys), of any kind or nature (all the foregoing, collectively, the “Indemnified Liabilities”) whatsoever at any time incurred out of or in connection with their acting as Paying Agents or Transfer Agent Agents of the Company Issuer hereunder, except to the extent such loss, liability or expense results Indemnified Liabilities result from such Paying Agents’ or Transfer Agent’s Agents’ own gross negligence, bad faith negligence or willful misconduct. The obligations of the Company Issuer under this subsection (i) shall survive the payment of the Notes and the resignation or removal of the Paying Agents and Transfer Agent Agents as the case may be;
(ii) In acting under this Indenture and in connection with the Notes, the Paying Agents and Transfer Agent Agents are each acting solely as agent of the Company Issuer and do not assume any obligation towards or relationship of agency or trust for or with any of the Holders except that all funds held by a Paying Agent for the payment of the principal of and interest on (and Additional Amounts, if any, with respect to) the Notes, shall be held in trust by it and applied as set forth herein and in the Notes, but need not be segregated from other funds held by it, except as required by law;
(iii) The Principal Each of the Paying Agent Agents and Transfer Agents may consult with counsel and any advice or written opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion;
(iv) Each of the Paying Agent Agents and Transfer Agent Agents shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or thing suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties;
(v) Each of the Paying Agent Agents and Transfer Agent Agents may, in its individual capacity or any capacity, become the owner of, or acquire any interest in, any Notes or other obligations of the Company Issuer with the same rights that it would have if it were not one of the Paying Agent Agents or Transfer AgentAgents, and may engage or be interested in any financial or other transaction with the Company Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders Holders of Notes or other obligations of the Company Issuer as freely as if it were not one of the Paying Agent Agents or Transfer AgentAgents;
(vi) Neither the Paying Agents nor the Transfer Agent Agents shall be under any liability for interest on any moneys received by it pursuant to any of the provisions of this Indenture or the Notes;
(vii) The recitals contained herein and in the Notes shall be taken as the statements of the CompanyIssuer, and the Paying Agents and Transfer Agent Agents assume no responsibility for the correctness of the same. Neither the Paying Agent Agents nor the Transfer Agent makes Agents make any representation as to the validity or sufficiency of this Indenture or the Notes. Neither the Paying Agents nor the Transfer Agent Agents shall be accountable for the use or application by the Company Issuer of any of the Notes or the proceeds thereof;
(viii) The Paying Agents and Transfer Agent Agents shall be obligated to perform such duties and only such duties as are herein and in the Notes specifically set forth, and no implied duties or obligations shall be read into this Indenture or the Notes against the Paying Agents or Transfer AgentAgents. Neither the Paying Agents nor the Transfer Agent Agents shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it; and
(ix) Unless otherwise specifically provided The Issuer acknowledges that the Principal Paying Agent makes no representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in the Notes, any order, certificate, notice, request, direction or other communication from the Company made or given under jurisdiction. The Issuer represents that it has fully satisfied itself as to any provision tax impact of this Indenture shall before agreeing to the terms herein, and is responsible for any and all federal, state, local, income, franchise, withholding, value added, sales, use, transfer, stamp or other taxes imposed by any jurisdiction in respect of the Indenture.
(x) The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be sufficient if signed payable in connection with the execution, delivery, performance and enforcement of this Indenture by an authorized officer or any duly authorized attorney-in-factthe Principal Paying Agent. Anything in this Section to the contrary notwithstanding, the agreements to hold sums in trust as provided in this Section are subject to the provisions of Section 8.05.
(d) Any of the Paying Agent Agents or Transfer Agent Agents may at any time resign by giving written notice of its resignation mailed to the Company Issuer and the Trustee specifying the date on which its resignation shall become effective; provided that such date shall be at least 60 days after the date on which such notice is given unless the Company Issuer agrees to accept less notice. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor Paying Agent or Transfer Agent, qualified as aforesaid, by written instrument in duplicate triplicate signed on behalf of the CompanyIssuer, one copy of which shall be delivered to the resigning Paying Agent or Transfer Agent Agent, and one copy to the successor Paying Agent or Transfer AgentAgent and one copy to the Trustee. Such resignation shall become effective upon the earlier of (i) the effective date of such resignation or (ii) the acceptance of appointment by the successor Paying Agent or Transfer Agent as provided in Section 4.20 (e4.12(e). Any Paying Agent or Transfer Agent shall have the right to petition a court of competent jurisdiction in the event that a successor has not been appointed within the times specified. The Company Issuer may, at any time and for any reason, and shall, upon any event set forth in the next succeeding sentence, remove a Paying Agent or Transfer Agent and appoint a successor Paying Agent or Transfer Agent, qualified as aforesaid, by written instrument in duplicate triplicate signed on behalf of the CompanyIssuer, one copy of which shall be delivered to the Paying Agent or Transfer Agent being removed removed, and one copy to the successor Paying Agent or Transfer AgentAgent and one copy to the Trustee. A Paying Agent or Transfer Agent shall be removed as aforesaid if it shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Paying Agent or Transfer Agent or of its property shall be appointed, or any public officer shall take charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. Any removal of a Paying Agent or Transfer Agent and any appointment of a successor Paying Agent or Transfer Agent shall become effective upon acceptance of appointment by the successor Paying Agent or Transfer Agent as provided in Section 4.20 (e4.12(e). Upon its resignation or removal, the Paying Agent or Transfer Agent shall be entitled to the payment by the Company Issuer of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder (including, to the extent that the Paying Agent or Transfer Agent is being removed, all reasonable out-out- of-pocket expenses incurred in connection with such removal, including fees and expenses of counsel).
(e) Any successor Paying Agent or Transfer Agent appointed as provided in Section 4.20 (d4.12(d) shall execute and deliver to its predecessor and to the Company Issuer and Trustee an instrument accepting such appointment hereunder, and thereupon such successor Paying Agent or Transfer Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Paying Agent or Transfer Agent hereunder, and such predecessor, upon payment of its compensation and out-of-out of pocket expenses then unpaid, shall pay over to such successor agent all moneys or other property at the time held by it hereunder, if any.
(f) Any corporation or bank into which the any Paying Agent or Transfer Agent may be merged or converted, or with which the any Paying Agent or Transfer Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the any Paying Agent or Transfer Agent shall be a party, or any corporation or bank succeeding to the agency business of the any Paying Agent or Transfer Agent shall be the successor to the such Paying Agent or Transfer Agent hereunder (provided that such corporation or bank shall be qualified as aforesaid) without the execution or filing of any paper or any further act on the part of any of the parties hereto.
Appears in 1 contract
Samples: Indenture (Ultrapar Holdings Inc)
Paying Agent and Transfer Agent. (a) The Company Issuer agrees, for the benefit of the Holders from time to time of the Notes, that, until all of the Notes are no longer outstanding Outstanding or until moneys funds in Dollars for the payment of all of the principal of and interest on all Notes (and Additional Amounts, if any) shall have been made available at the principal office of the TrusteeCorporate Trust Office, and shall have been returned to the Company Issuer as provided herein, whichever occurs earlier, there shall at all times be a Principal Paying Agent and Transfer Agent hereunder. The Principal Paying Agent and the Transfer Agent shall have the powers and authority granted to and conferred upon it herein and in the Notes.
(b) The Company Issuer hereby initially appoints the Paying Agents and Transfer Agent defined in this Indenture as such. The Principal Paying Agent shall arrange with the other Paying Agent Agents for the payment, from funds furnished by the Company Issuer to the Principal Paying Agent pursuant to this Indenture, of the principal of and interest on the Notes (and Additional Amounts, if any, with respect to the Notes) and of the compensation of such paying agency or agencies for their services as such.
(c) The Principal Paying Agent, Each Paying Agent and Transfer Agent each defined in this Indenture as such accepts their its respective obligations set forth herein and in the Notes upon the terms and conditions hereof and thereof, including the following, to all of which the Company Issuer agrees and to all of which the rights of the holders Holders from time to time of the Notes shall be subject:
(i) The Paying Agents and Transfer Agent each Agents shall each be entitled to the compensation to be agreed upon with the Company Issuer for all services rendered by it, and the Company Issuer agrees promptly to pay such compensation and to reimburse each of the Paying Agents and Transfer Agent Agents for their reasonable out-of-out of pocket expenses (including fees and expenses of counsel) incurred by it in connection with the services rendered by it hereunder. The Company Issuer also agrees to indemnify each of the Paying Agents and Transfer Agent Agents and each of their respective affiliates, officers, directors, employees, counsel, agents, advisors and attorneys-in-fact for, and to hold each of them harmless against, any lossand all liabilities, liability obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, charges, expenses or expense incurring disbursements, including any and all tax liabilities, which, for the avoidance of doubt, shall include both Brazilian and Luxembourg taxes and associated penalties, costs, claims, actions, damages, expenses or demands, (including, without limitation, reasonable and duly documented fees and expenses of agents and attorneys), of any kind or nature (all the foregoing, collectively, the “Indemnified Liabilities”) whatsoever at any time incurred out of or in connection with their acting as Paying Agents or Transfer Agent Agents of the Company Issuer hereunder, except to the extent such loss, liability or expense results Indemnified Liabilities result from such Paying Agents’ or Transfer Agent’s Agents’ own gross negligence, bad faith negligence or willful misconduct. The obligations of the Company Issuer under this subsection (i) shall survive the payment of the Notes and the resignation or removal of the Paying Agents and Transfer Agent Agents as the case may be;
(ii) In acting under this Indenture and in connection with the Notes, the Paying Agents and Transfer Agent Agents are each acting solely as agent of the Company Issuer and do not assume any obligation towards or relationship of agency or trust for or with any of the Holders except that all funds held by a Paying Agent for the payment of the principal of and interest on (and Additional Amounts, if any, with respect to) the Notes, shall be held in trust by it and applied as set forth herein and in the Notes, but need not be segregated from other funds held by it, except as required by law;
(iii) The Principal Each of the Paying Agent Agents and Transfer Agents may consult with counsel and any advice or written opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion;
(iv) Each of the Paying Agent Agents and Transfer Agent Agents shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or thing suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties;
(v) Each of the Paying Agent Agents and Transfer Agent Agents may, in its individual capacity or any capacity, become the owner of, or acquire any interest in, any Notes or other obligations of the Company Issuer with the same rights that it would have if it were not one of the Paying Agent Agents or Transfer AgentAgents, and may engage or be interested in any financial or other transaction with the Company Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders Holders of Notes or other obligations of the Company Issuer as freely as if it were not one of the Paying Agent Agents or Transfer AgentAgents;
(vi) Neither the Paying Agents nor the Transfer Agent Agents shall be under any liability for interest on any moneys received by it pursuant to any of the provisions of this Indenture or the Notes;
(vii) The recitals contained herein and in the Notes shall be taken as the statements of the CompanyIssuer, and the Paying Agents and Transfer Agent Agents assume no responsibility for the correctness of the same. Neither the Paying Agent Agents nor the Transfer Agent makes Agents make any representation as to the validity or sufficiency of this Indenture or the Notes. Neither the Paying Agents nor the Transfer Agent Agents shall be accountable for the use or application by the Company Issuer of any of the Notes or the proceeds thereof;
(viii) The Paying Agents and Transfer Agent Agents shall be obligated to perform such duties and only such duties as are herein and in the Notes specifically set forth, and no implied duties or obligations shall be read into this Indenture or the Notes against the Paying Agents or Transfer AgentAgents. Neither the Paying Agents nor the Transfer Agent Agents shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it; and
(ix) Unless otherwise specifically provided The Issuer acknowledges that the Principal Paying Agent makes no representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in the Notes, any order, certificate, notice, request, direction or other communication from the Company made or given under jurisdiction. The Issuer represents that it has fully satisfied itself as to any provision tax impact of this Indenture shall before agreeing to the terms herein, and is responsible for any and all federal, state, local, income, franchise, withholding, value added, sales, use, transfer, stamp or other taxes imposed by any jurisdiction in respect of this Indenture.
(x) The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be sufficient if signed payable in connection with the execution, delivery, performance and enforcement of this Indenture by an authorized officer or any duly authorized attorney-in-factthe Principal Paying Agent. Anything in this Section to the contrary notwithstanding, the agreements to hold sums in trust as provided in this Section are subject to the provisions of Section 8.05.
(d) Any of the Paying Agent Agents or Transfer Agent Agents may at any time resign by giving written notice of its resignation mailed delivered to the Company Issuer and the Trustee specifying the date on which its resignation shall become effective; provided that such date shall be at least 60 days after the date on which such notice is given unless the Company Issuer agrees to accept less notice. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor Paying Agent or Transfer Agent, qualified as aforesaid, by written instrument in duplicate triplicate signed on behalf of the CompanyIssuer, one copy of which shall be delivered to the resigning Paying Agent or Transfer Agent Agent, and one copy to the successor Paying Agent or Transfer AgentAgent and one copy to the Trustee. Such resignation shall become effective upon the earlier of (i) the effective date of such resignation or (ii) the acceptance of appointment by the successor Paying Agent or Transfer Agent as provided in Section 4.20 (e4.12(e). Any Paying Agent or Transfer Agent shall have the right to petition a court of competent jurisdiction in the event that a successor has not been appointed within the times specified. The Company Issuer may, at any time and for any reason, and shall, upon any event set forth in the next succeeding sentence, remove a Paying Agent or Transfer Agent and appoint a successor Paying Agent or Transfer Agent, qualified as aforesaid, by written instrument in duplicate triplicate signed on behalf of the CompanyIssuer, one copy of which shall be delivered to the Paying Agent or Transfer Agent being removed removed, and one copy to the successor Paying Agent or Transfer AgentAgent and one copy to the Trustee. A Paying Agent or Transfer Agent shall be removed as aforesaid if it shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Paying Agent or Transfer Agent or of its property shall be appointed, or any public officer shall take charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. Any removal of a Paying Agent or Transfer Agent and any appointment of a successor Paying Agent or Transfer Agent shall become effective upon acceptance of appointment by the successor Paying Agent or Transfer Agent as provided in Section 4.20 (e4.12(e). Upon its resignation or removal, the Paying Agent or Transfer Agent shall be entitled to the payment by the Company Issuer of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder (including, to the extent that the Paying Agent or Transfer Agent is being removed, all reasonable out-of-pocket expenses incurred in connection with such removal, including fees and expenses of counsel).
(e) Any successor Paying Agent or Transfer Agent appointed as provided in Section 4.20 (d4.12(d) shall execute and deliver to its predecessor and to the Company Issuer and Trustee an instrument accepting such appointment hereunder, and thereupon such successor Paying Agent or Transfer Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Paying Agent or Transfer Agent hereunder, and such predecessor, upon payment of its compensation and out-of-out of pocket expenses then unpaid, shall pay over to such successor agent all moneys or other property at the time held by it hereunder, if any.
(f) Any corporation or bank into which the any Paying Agent or Transfer Agent may be merged or converted, or with which the any Paying Agent or Transfer Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the any Paying Agent or Transfer Agent shall be a party, or any corporation or bank succeeding to the agency business of the any Paying Agent or Transfer Agent shall be the successor to the such Paying Agent or Transfer Agent hereunder (provided that such corporation or bank shall be qualified as aforesaid) without the execution or filing of any paper or any further act on the part of any of the parties hereto.
Appears in 1 contract
Samples: Indenture (Ultrapar Holdings Inc)
Paying Agent and Transfer Agent. (a) 4.21.1 The Company agrees, for the benefit of the Holders from time to time of the Notes, that, until all of the Notes are no longer outstanding or until moneys for the payment of all of the principal of and interest on all Notes (and Additional Amounts, if any) shall have been made available at the principal office of the Trustee, and shall have been returned to the Company as provided herein, whichever occurs earlier, there shall at all times be a Principal Paying Agent and Transfer Agent hereunder. The Principal Paying Agent and the Transfer Agent shall have the powers and authority granted to and conferred upon it herein and in the Notes.
(b) 4.21.2 The Company hereby initially appoints the Paying Agents and Transfer Agent defined in this Indenture as such. The Principal Paying Agent shall arrange with the Paying Agent for the payment, from funds furnished by the Company to the Principal Paying Agent pursuant to this Indenture, of the principal of and interest on the Notes (and Additional Amounts, if any, with respect to the Notes) and of the compensation of such paying agency or agencies for their services as such.
(c) 4.21.3 The Principal Paying Agent, Paying Agent and Transfer Agent each accepts their respective obligations set forth herein and in the Notes upon the terms and conditions hereof and thereof, including the following, to all of which the Company agrees and to all of which the rights of the holders from time to time of the Notes shall be subject:
(i) The Paying Agents and Transfer Agent each shall each be entitled to the compensation to be agreed upon with the Company for all services rendered by it, and the Company agrees promptly to pay such compensation and to reimburse each of the Paying Agents and Transfer Agent for their reasonable out-of-pocket expenses (including fees and expenses of counsel) incurred by it in connection with the services rendered by it hereunder. The Company also agrees to indemnify each of the Paying Agents and Transfer Agent for, and to hold each of them harmless against, any loss, liability or expense incurring out of or in connection with their acting as Paying Agents or Transfer Agent of the Company hereunder, except to the extent such loss, liability or expense results from such Paying Agents’ or Transfer Agent’s own gross negligence, bad faith or willful misconduct. The obligations of the Company under this subsection (i) shall survive the payment of the Notes and the resignation or removal of the Paying Agents and Transfer Agent as the case may be;
(ii) In acting under this Indenture and in connection with the Notes, the Paying Agents and Transfer Agent are each acting solely as agent of the Company and do not assume any obligation towards or relationship of agency or trust for or with any of the Holders except that all funds held by a Paying Agent for the payment of the principal of and interest on (and Additional Amounts, if any, with respect to) the Notes, shall be held in trust by it and applied as set forth herein and in the Notes, but need not be segregated from other funds held by it, except as required by law;
(iii) The Principal Paying Agent may consult with counsel and any advice or written opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion;
(iv) Each Paying Agent and Transfer Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or thing suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties;
(v) Each Paying Agent and Transfer Agent may, in its individual capacity or any capacity, become the owner of, or acquire any interest in, any Notes or other obligations of the Company with the same rights that it would have if it were not the Paying Agent or Transfer Agent, and may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or other obligations of the Company as freely as if it were not the Paying Agent or Transfer Agent;
(vi) Neither the Paying Agents nor the Transfer Agent shall be under any liability for interest on any moneys received by it pursuant to any of the provisions of this Indenture or the Notes;
(vii) The recitals contained herein and in the Notes shall be taken as the statements of the Company, and the Paying Agents and Transfer Agent assume no responsibility for the correctness of the same. Neither the Paying Agent nor the Transfer Agent makes any representation as to the validity or sufficiency of this Indenture or the Notes. Neither the Paying Agents nor the Transfer Agent shall be accountable for the use or application by the Company of any of the Notes or the proceeds thereof;
(viii) The Paying Agents and Transfer Agent shall be obligated to perform such duties and only such duties as are herein and in the Notes specifically set forth, and no implied duties or obligations shall be read into this Indenture or the Notes against the Paying Agents or Transfer Agent. Neither the Paying Agents nor the Transfer Agent shall be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it; and;
(ix) Unless otherwise specifically provided herein or in the Notes, any order, certificate, notice, request, direction or other communication from the Company made or given under any provision of this Indenture shall be sufficient if signed by an authorized officer or any duly authorized attorney-in-fact;
(x) The Company undertakes to indemnify each of the Paying Agents and their affiliates against all losses, liabilities, including any and all tax liabilities, which, for the avoidance of doubt, shall include both Brazilian and Japanese taxes and associated penalties, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties by any Paying Agent or its affiliates under this Indenture, except as may result from its own default, gross negligence or bad faith or that of its directors, officers or employees or any of them, or breach by it of the terms of this Indenture; and
(xi) The Company acknowledges that the Principal Paying Agent makes no representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in any jurisdiction. The Company represents that it has fully satisfied itself as to any tax impact of this Indenture before agreeing to the terms herein, and is responsible for any and all federal, state, local, income, franchise, withholding, value added, sales, use, transfer, stamp or other taxes imposed by any jurisdiction in respect of this Indenture. The Company agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Indenture by the Paying Agents. Anything in this Section to the contrary notwithstanding, the agreements to hold sums in trust as provided in this Section are subject to the provisions of Section 8.058.5.
(d) 4.21.4 Any Paying Agent or Transfer Agent may at any time resign by giving written notice of its resignation mailed to the Company specifying the date on which its resignation shall become effective; provided that such date shall be at least 60 days after the date on which such notice is given unless the Company agrees to accept less notice. Upon receiving such notice of resignation, the Company shall promptly appoint a successor Paying Agent or Transfer Agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Paying Agent or Transfer Agent and one copy to the successor Paying Agent or Transfer Agent. Such resignation shall become effective upon the earlier of (i) the effective date of such resignation or (ii) the acceptance of appointment by the successor Paying Agent or Transfer Agent as provided in Section 4.20 (e)clause 4.21.5. The Company may, at any time and for any reason, and shall, upon any event set forth in the next succeeding sentence, remove a Paying Agent or Transfer Agent and appoint a successor Paying Agent or Transfer Agent, qualified as aforesaid, by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the Paying Agent or Transfer Agent being removed and one copy to the successor Paying Agent or Transfer Agent. A Paying Agent or Transfer Agent shall be removed as aforesaid if it shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Paying Agent or Transfer Agent or of its property shall be appointed, or any public officer shall take charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. Any removal of a Paying Agent or Transfer Agent and any appointment of a successor Paying Agent or Transfer Agent shall become effective upon acceptance of appointment by the successor Paying Agent or Transfer Agent as provided in Section 4.20 (e)clause 4.21.5. Upon its resignation or removal, the Paying Agent or Transfer Agent shall be entitled to the payment by the Company of its compensation for the services rendered hereunder and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with the services rendered by it hereunder (including, to the extent that the Paying Agent or Transfer Agent is being removed, all reasonable out-of-pocket expenses incurred in connection with such removal, including fees and expenses of counsel). Any change in the Principal Paying Agent must be informed to the Central Bank through the Central Bank electronic system (SISBACEN).
(e) 4.21.5 Any successor Paying Agent or Transfer Agent appointed as provided in Section 4.20 (d) clause 4.21.4 shall execute and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Paying Agent or Transfer Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Paying Agent or Transfer Agent hereunder, and such predecessor, upon payment of its compensation and out-of-pocket expenses then unpaid, shall pay over to such successor agent all moneys or other property at the time held by it hereunder, if any.
(f) 4.21.6 Any corporation or bank into which the Paying Agent or Transfer Agent may be merged or converted, or with which the Paying Agent or Transfer Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Paying Agent or Transfer Agent shall be a party, or any corporation or bank succeeding to the agency business of the Paying Agent or Transfer Agent shall be the successor to the Paying Agent or Transfer Agent hereunder (provided that such corporation or bank shall be qualified as aforesaid) without the execution or filing of any paper or any further act on the part of any of the parties hereto.
Appears in 1 contract
Samples: Indenture (JBS USA Holdings, Inc.)
