Payments by the Paying Agents. To the extent that funds have been received into the relevant Account pursuant to Clause 7.1 hereof and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof, each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of each Series of Notes in accordance with the Conditions and, so long as the Notes of any Series are evidenced by a Global Note, the terms thereof; provided, however, that: 8.1.1 if any Global Note or Definitive Note is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Agent has received the amount to be so paid; 8.1.2 each Paying Agent shall make payments only to the extent the Principal Paying Agent has received any payment to be made by Gazprom to the relevant Account pursuant to Clause 7.1; 8.1.3 each Paying Agent shall cancel each Note against presentation and surrender of which it has made full payment and shall deliver each Note so cancelled or enfaced by it to, or to the order of, the Registrar; 8.1.4 notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable Law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount, and such Paying Agent shall notify in writing the Trustee, the Issuer and Gazprom of any deduction or withholding from any payment which it makes under this Agreement; and 8.1.5 at least 10 days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5.
Appears in 2 contracts
Payments by the Paying Agents. To the extent that funds have been received into the relevant Account pursuant to Clause 7.1 hereof and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof, each Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of each Series of the Notes in accordance with the Conditions (and, so long as in the Notes case of any Series are evidenced by a the Temporary Global Note or the Permanent Global Note, the terms thereof); provided, however, that:
8.1.1 7.1.1 if any Global Definitive Note or Definitive Note Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith as soon as reasonably practicable notify the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Fiscal Agent has received the amount to be so paid;
8.1.2 each 7.1.2 a Paying Agent shall make payments only to the extent the Principal Paying Agent has received any payment to not be made by Gazprom to the relevant Account pursuant to Clause 7.1;
8.1.3 each Paying Agent shall cancel each Note against presentation and surrender of which it has made full payment and shall deliver each Note so cancelled or enfaced by it to, or to the order of, the Registrar;
8.1.4 notwithstanding any other provision of this Agreement, each Paying Agent obliged (but shall be entitled entitled) to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable Law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount, and such Paying Agent shall notify in writing the Trustee, the Issuer and Gazprom of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 at least 10 days prior to each date on which a payment payments of principal or interest or any additional amounts (if any) are due in respect of a Series of the Notes, if:
(a) in the Registrar shall notify the Principal Paying Agent case of the relevant Series numberFiscal Agent, it has not received the names and addresses of the Noteholders to whom payment is due, the full amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided due to it under Clause 6.1 (Issuer to pay the Fiscal Agent) in this freely transferable, immediately available, cleared funds; or
(b) in the case of any other Paying Agent:
(i) it has been notified in accordance with Clause 8.1.5.6.6 (Failure to pay) that amounts have not been received, unless it is subsequently notified that payment of such amounts has been received; or
(ii) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Issuer to pay the Fiscal Agent);
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Payments by the Paying Agents. To the extent that funds have been received into the relevant Account pursuant to Clause 7.1 hereof and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof, each Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of each Series of the Notes in accordance with the Conditions (and, so long as in the Notes case of any Series are evidenced by a the Temporary Global Note or the Permanent Global Note, the terms thereof); provided, however, that:
8.1.1 7.1.1 if any Global Definitive Note or Definitive Note Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify notify, upon request, the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Fiscal Agent has received the amount to be so paid;
8.1.2 each 7.1.2 a Paying Agent shall make payments only to the extent the Principal Paying Agent has received any payment to not be made by Gazprom to the relevant Account pursuant to Clause 7.1;
8.1.3 each Paying Agent shall cancel each Note against presentation and surrender of which it has made full payment and shall deliver each Note so cancelled or enfaced by it to, or to the order of, the Registrar;
8.1.4 notwithstanding any other provision of this Agreement, each Paying Agent obliged (but shall be entitled entitled) to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable Law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount, and such Paying Agent shall notify in writing the Trustee, the Issuer and Gazprom of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 at least 10 days prior to each date on which a payment payments of principal or interest or any additional amounts (if any) are due in respect of a Series of the Notes, if:
(a) in the Registrar shall notify case of the Principal Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Issuer to pay the Fiscal Agent); or
(b) in the case of any other Paying Agent Agent:
(i) it has been notified in accordance with Clause 6.6 (Failure to confirm payment instructions) that confirmation of the relevant Series numberpayment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or
(ii) it is not able to establish that the names and addresses of Fiscal Agent has received (whether or not at the Noteholders to whom payment is due, due time) the full amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided due to it in this under Clause 8.1.5.6.1 (Issuer to pay the Fiscal Agent);
Appears in 2 contracts
Payments by the Paying Agents. To Subject to the extent that funds have been received into payments to the relevant Lender Account being duly made pursuant to Clause 7.1 hereof and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof6.1, each Paying Agent acting through its Specified Office shall make payments of principal principal, interest and interest additional amounts, if any, in respect of each Series of Notes in accordance with the Conditions and, so long as the Notes of any Series are evidenced by a the Global Note, the terms thereof; provided, however, that:
8.1.1 7.1.1 if any Global Note or Definitive Note is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or (or, for the Trustee purposes of Clause 7.6 only, the Trustee) and the Principal Paying Agent has received the amount to be so paid;
8.1.2 each 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make such payments only if:
(i) in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 6.1; or
(ii) in the extent case of any other Paying Agent:
(a) it has been notified in accordance with Clause 6.5 that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or
(b) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to be made by Gazprom to the relevant Account pursuant to it under Clause 7.16.1;
8.1.3 7.1.3 each Paying Agent shall cancel each Note against presentation and surrender of which it has made full payment and shall deliver each Note so cancelled or enfaced by it to, or to the order of, the Registrar;Principal Paying Agent; and
8.1.4 7.1.4 notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable Lawapplicable law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount, deducted; and such Paying Agent shall notify in writing the Trustee, the Issuer and Gazprom the Bank of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 at least 10 days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5.
Appears in 2 contracts
Samples: Agency Agreement (Public Joint Stock Co Commercial Bank PrivatBank), Agency Agreement (Public Joint Stock Co Commercial Bank PrivatBank)
Payments by the Paying Agents. To Subject to the extent that funds have been received into payments by or at the order of the Issuer to the relevant Account being duly made pursuant to Clause 7.1 6.1 hereof and subject to the receipt of the relevant information from the relevant Registrar as provided in Clause 8.1.5 7.1.5 hereof, each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of each Series of Notes in accordance with the Conditions and, so long as the Notes of any Series are evidenced by a Global Note, the terms thereof; provided, however, that:
8.1.1 7.1.1 if any Global Note or Definitive Note is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the relevant Registrar to deliver a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Agent has received the amount to be so paid;
8.1.2 7.1.2 each Paying Agent shall make payments only to the extent the Principal Paying Agent has received any payment to be made or procured by Gazprom the Issuer to the relevant Account pursuant to Clause 7.16.1;
8.1.3 7.1.3 each Paying Agent shall cancel each Note against presentation and surrender of which it has made full payment and shall deliver each Note so cancelled or enfaced by it to, or to the order of, the relevant Registrar;
8.1.4 7.1.4 notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable Lawapplicable law or regulation (including in relation to FATCA Withholding Tax), in which event such Paying Agent shall (i) make such payment after such withholding or deduction has been made and made; (ii) shall account to the relevant authorities for the amount so withheld or deducted or, at its option, and shall reasonably promptly after making have no obligation to gross up any payment hereunder or to pay any additional amount as a result of such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount, FATCA Withholding Tax; and (iii) such Paying Agent shall notify in writing the Trustee, the Issuer and Gazprom Alfa-Bank of any deduction or withholding from any payment which it makes under this Agreement; and;
8.1.5 at least 10 days prior to 7.1.5 on each date on Record Date (as defined in the Conditions, as amended by the Global Note, as applicable), in respect of which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of Notes, the Registrar Registrar(s) shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.57.1.5; and
7.1.6 unless and until the Principal Paying Agent is satisfied that any payment will be made, neither it nor any of the Agents shall be bound to make payments in respect of the Notes as aforesaid.
Appears in 1 contract
Samples: Paying Agency Agreement
Payments by the Paying Agents. To the extent that funds have been received into the relevant Account pursuant to Clause 7.1 hereof and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof, each Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of each Series of the Notes in accordance with the Conditions (and, so long as in the Notes case of any Series are evidenced by a the Temporary Global Note or the Permanent Global Note, the terms thereof); provided, however, that:
8.1.1 7.1.1 if any Global Definitive Note or Definitive Note Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify notify, upon request, the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Agent has received the amount to be so paid;
8.1.2 each 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make such payments only of principal or interest in respect of the Notes, if:
(a) in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Issuer to pay the extent Principal Paying Agent); or
(b) in the case of any other Paying Agent:
(i) it has been notified in accordance with Clause 6.5 (Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or
(ii) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to be made by Gazprom it under Clause 6.1 (Issuer to pay the relevant Account pursuant to Clause 7.1Principal Paying Agent);
8.1.3 7.1.3 each Paying Agent shall cancel each Definitive Note or Coupon against presentation and surrender of which it has made full payment and shall shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each Definitive Note or Coupon so cancelled or enfaced by it to, or to the order of, the RegistrarPrincipal Paying Agent;
8.1.4 7.1.4 upon any payment being made in respect of the Temporary Global Note or the Permanent Global Note, the relevant Paying Agent shall instruct the ICSDs (in accordance with Schedule 4 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Notes represented by such Temporary Global Note or Permanent Global Note (which shall be the previous principal amount thereof less the principal amount in respect of which payment has then been paid); and
7.1.5 notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable Lawapplicable law or by FATCA, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount, and such Paying Agent shall notify in writing the Trustee, the Issuer and Gazprom of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 at least 10 days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5deducted.
Appears in 1 contract
Samples: Agency Agreement (PPL Corp)
Payments by the Paying Agents. To the extent that funds have been received into the relevant Account pursuant to Clause 7.1 hereof and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof, each Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of each Series of the Notes in accordance with the Conditions (and, so long as in the Notes case of any Series are evidenced by a the Temporary Global Note or the Permanent Global Note, the terms thereof); provided, however, that:
8.1.1 7.1.1 if any Global Definitive Note or Definitive Note Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify notify, upon request, the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Fiscal Agent has received the amount to be so paid;
8.1.2 each 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make such payments only of principal or interest in respect of the Notes, if:
(a) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Issuer to pay the extent Fiscal Agent); or
(b) in the Principal case of any other Paying Agent:
(i) it has been notified in accordance with Clause 6.6 (Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or
(ii) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to be made by Gazprom it under Clause 6.1 (Issuer to pay the relevant Account pursuant to Clause 7.1Fiscal Agent);
8.1.3 7.1.3 each Paying Agent shall cancel each Definitive Note or Coupon against presentation and surrender of which it has made full payment and shall shall, in the case of a Paying Agent other than the Fiscal Agent, deliver each Definitive Note or Coupon so cancelled or enfaced by it to, or to the order of, the RegistrarFiscal Agent; upon any payment being made in respect of the Temporary Global Note or the Permanent Global Note, the relevant Paying Agent shall instruct the ICSDs (in accordance with Schedule 9 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Notes represented by such Temporary Global Note or Permanent Global Note (which shall be the previous principal amount thereof less the principal amount in respect of which payment has then been paid);
8.1.4 7.1.4 notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable LawLaw (which for the avoidance of doubt includes FATCA Withholding), in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, deducted; and
7.1.5 the Issuer shall notify each Paying Agent in the event that it determines that any payment to be made by a Paying Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so account treated, provided, however, that the Issuer’s obligation under this sub clause 7.1.5 shall apply only to the relevant Authority for extent that such amount, and such Paying Agent shall notify in writing payments are so treated by virtue of characteristics of the TrusteeIssuer, the Issuer and Gazprom of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 at least 10 days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5or both.
Appears in 1 contract
Samples: Fiscal Agency Agreement
Payments by the Paying Agents. To Subject to the extent that funds have been received into the relevant Account payments being duly made pursuant to Clause 7.1 hereof 5.1 or otherwise at the order of the Issuer and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof6.1.5, each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of each Series of Notes in accordance with the Conditions and, so long as the Notes of any Series are evidenced by a the Global NoteCertificate, the terms thereof; provided, however, that:
8.1.1 6.1.1 if the Global Certificate or any Global Note or Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Agent has received the amount to be so paid;
8.1.2 6.1.2 each Paying Agent shall make payments only to the extent the Principal Paying Agent has received any payment to be made by Gazprom or provided by the Issuer to the relevant Account pursuant to Clause 7.15.1;
8.1.3 6.1.3 each Paying Agent shall cancel each Note against presentation and surrender of which it has made full payment and shall deliver each Note so cancelled or enfaced by it to, or to the order of, the Registrar;
8.1.4 6.1.4 notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable Law, in which event such Paying Agent shall (i) make such payment after such withholding or deduction has been made and shall made; (ii) account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount, deducted; and such Paying Agent shall (iii) notify in writing the Trustee, the Issuer and Gazprom RZD of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 6.1.5 at least 10 days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of the Notes, the Registrar shall notify the Principal Paying Agent Agent, the Issuer and RZD of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in accordance with this Clause 8.1.56.1.5.
Appears in 1 contract
Samples: Agency Agreement
Payments by the Paying Agents. To the extent that funds have been received into the relevant Account pursuant to Clause 7.1 hereof and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof, each Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of each Series of the Notes in accordance with the Conditions and the procedures set out in Schedule 8 hereto (Procedures for Compliance with Spanish Tax Legislation) (and, so long as in the Notes case of any Series are evidenced by a the Temporary Global Note or the Permanent Global Note, the terms thereof); provided, however, that:
8.1.1 7.1.1 if any Global Definitive Note or Definitive Note Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify as soon as reasonably practicable notify, upon request, the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Fiscal Agent has received the amount to be so paid;
8.1.2 each 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make payments only to of principal or interest in respect of the extent Notes, if:
(a) in the Principal Paying Agent case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Issuer to pay Fiscal Agent) and is not satisfied that such payment will be made made; or
(b) in the case of any other Paying Agent, it has been notified by Gazprom to the relevant Account pursuant to Clause 7.1Fiscal Agent that payment has not been received, unless it is subsequently notified that such payment has been received;
8.1.3 7.1.3 each Paying Agent shall cancel each Definitive Note or Coupon against presentation and surrender of which it has made full payment and shall shall, in the case of a Paying Agent other than the Fiscal Agent, deliver each Definitive Note or Coupon so cancelled or enfaced by it to, or to the order of, the RegistrarFiscal Agent;
8.1.4 7.1.4 upon any payment being made in respect of the Temporary Global Note or the Permanent Global Note, the relevant Paying Agent shall instruct the ICSDs (in accordance with Schedule 7 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Notes represented by such Temporary Global Note or Permanent Global Note (which shall be the previous principal amount thereof less the principal amount in respect of which payment has then been paid);
7.1.5 notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxesTax, duties or charges if only and to the extent so required by Applicable LawLaw (which for the avoidance of doubt includes FATCA Withholding), in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities Authority within the time period allowed for the amount so withheld or deducted ordeducted, at its option, shall reasonably promptly after making such payment return FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the Issuer purposes of the amount so deducted or withheld, in which case, Clause 7.1.5; and
7.1.6 the Issuer shall notify each Paying Agent in the event that it determines that any payment to be made by a Paying Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so account treated, provided, however, that the Issuer's obligation under this sub clause 7.1.6 shall apply only to the relevant Authority for extent that such amount, and such Paying Agent shall notify in writing payments are so treated by virtue of characteristics of the TrusteeIssuer, the Issuer and Gazprom of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 at least 10 days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5or both.
Appears in 1 contract
Samples: Fiscal Agency Agreement
Payments by the Paying Agents. To Subject to the extent that funds have been received into payments to the relevant Account being duly made pursuant to Clause 7.1 hereof 6.1 (Payments to the Principal Paying Agent) and subject to the receipt of the relevant information from the Registrar as provided in sub-Clause 8.1.5 hereof7.1(e), each Paying Agent acting through its Specified Office shall make payments of principal and interest and additional amounts, if any, in respect of each Series of Notes in accordance with the Conditions and, so long as the Notes of any Series are evidenced by a the Global Note, the terms thereof; provided, however, that:
8.1.1 (a) if any Global Note or Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith as soon as possible notify the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or or, for the purposes of Clause 7.5 (Agents to Act for Trustee) only, the Trustee and the Principal Paying Agent has received the amount to be so paid;paid;
8.1.2 (b) each Paying Agent shall make payments only to the extent the Principal Paying Agent has received any payment to be made by Gazprom to the relevant Account pursuant to Clause 7.16.1 (Payments to the Principal Paying Agent) hereof;
8.1.3 (c) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each Note Certificate so cancelled or enfaced by it to, or to the order of, the Registrar;
8.1.4 (d) notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable Lawapplicable law, in which event such Paying Agent shall (i) make such payment after such withholding or deduction has been made and shall made;
(ii) account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount, and such Paying Agent shall deducted; and
(iii) notify in writing the Trustee, the Issuer and Gazprom the Borrower of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 at least 10 days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5.
Appears in 1 contract
Samples: Agency Agreement
Payments by the Paying Agents. To the extent that funds have been received into the relevant Account pursuant to Clause 7.1 hereof and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof, each Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of each Series of Notes in accordance with the Conditions and, so long as the Notes of any Series are evidenced by a the Global NoteNote Certificate, the terms thereof; provided, however, that:
8.1.1 if any Global Note Certificate or Definitive Individual Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify notify, upon request, the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Agent has received the amount to be so paid;
8.1.2 each a Paying Agent shall not be obliged (but shall be entitled) to make such payments only to if:
(a) in the extent case of the Principal Agent, it has not received the full amount of any payment due to it under Clause 7.1 (Issuer or Subsidiary Guarantors to pay Principal Agent); or
(b) in the case of any other Paying Agent:
(i) it has been notified in accordance with Clause 7.5 (Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or
(ii) it is not able to establish that the Principal Agent has received (whether or not at the due time) the full amount of any payment due to be made by Gazprom it under Clause 7.1 (Issuer or Subsidiary Guarantors to the relevant Account pursuant to Clause 7.1pay Principal Agent);
8.1.3 each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each Note Certificate so cancelled or enfaced by it to, or to the order of, the Registrar;; and
8.1.4 notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable Lawapplicable law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount, and such Paying Agent shall notify in writing the Trustee, the Issuer and Gazprom of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 at least 10 days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5deducted.
Appears in 1 contract
Samples: Note Agency Agreement (China Time Share Media Co. LTD)
Payments by the Paying Agents. To the extent that funds have been received into the relevant Account pursuant to Clause 7.1 hereof and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof, each Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of each Series of the Notes in accordance with the Conditions and the procedures set out in Schedule 8 hereto (Procedures for Compliance with Spanish Tax Legislation) (and, so long as in the Notes case of any Series are evidenced by a the Temporary Global Note or the Permanent Global Note, the terms thereof); provided, however, that:
8.1.1 7.1.1 if any Global Definitive Note or Definitive Note Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify as soon as reasonably practicable notify, upon request, the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Fiscal Agent has received the amount to be so paid;
8.1.2 each 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make payments only to of principal or interest in respect of the extent Notes, if:
(a) in the Principal Paying Agent case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Issuer to pay Fiscal Agent) and is not satisfied that such payment will be made made; or
(b) in the case of any other Paying Agent, it has been notified by Gazprom to the relevant Account pursuant to Clause 7.1Fiscal Agent that payment has not been received, unless it is subsequently notified that such payment has been received;"
8.1.3 7.1.3 each Paying Agent shall cancel each Definitive Note or Coupon against presentation and surrender of which it has made full payment and shall shall, in the case of a Paying Agent other than the Fiscal Agent, deliver each Definitive Note or Coupon so cancelled or enfaced by it to, or to the order of, the RegistrarFiscal Agent;
8.1.4 7.1.4 upon any payment being made in respect of the Temporary Global Note or the Permanent Global Note, the relevant Paying Agent shall instruct the ICSDs (in accordance with Schedule 7 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Notes represented by such Temporary Global Note or Permanent Global Note (which shall be the previous principal amount thereof less the principal amount in respect of which payment has then been paid);
7.1.5 notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxesTax, duties or charges if only and to the extent so required by Applicable LawLaw (which for the avoidance of doubt includes FATCA Withholding), in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities Authority within the time period allowed for the amount so withheld or deducted ordeducted, at its option, shall reasonably promptly after making such payment return FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the Issuer purposes of the amount so deducted or withheld, in which case, Clause 7.1.5; and
7.1.6 the Issuer shall notify each Paying Agent in the event that it determines that any payment to be made by a Paying Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so account treated, provided, however, that the Issuer’s obligation under this sub clause 7.1.6 shall apply only to the relevant Authority for extent that such amount, and such Paying Agent shall notify in writing payments are so treated by virtue of characteristics of the TrusteeIssuer, the Issuer and Gazprom of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 at least 10 days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5or both.
Appears in 1 contract
Samples: Fiscal Agency Agreement
Payments by the Paying Agents. To the extent that funds have been received into the relevant Account pursuant to Clause 7.1 hereof and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof, each Each Paying Agent acting through its Specified Office shall make payments of interest and principal and interest in respect of each Series of Notes the Notes, in accordance with the Conditions andNote Conditions, so long as the Notes of any Series are evidenced by a Global Note, the terms thereof; provided, however, that:
8.1.1 (where the relevant Note Certificate is in definitive form) if any Global Note or Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith (upon request) notify the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Agent has received the amount to be so paid;
8.1.2 each the Paying Agent shall not be obliged (but shall be entitled) to make payments only of interest or principal in respect of the Notes if it has not received the full amount of any payment due to the extent the it under Clause 7.1 (Issuer to pay Principal Paying Agent has received any payment to be made by Gazprom to the relevant Account pursuant to Clause 7.1Agent);
8.1.3 each (where the relevant Note Certificate is in definitive form) the Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall shall, if necessary, deliver each Note Certificate so cancelled or enfaced by it to, or to the order of, the Registrar;; and
8.1.4 notwithstanding any other provision of this Paying Agency and Agent Bank Agreement, each any payment by a Paying Agent shall under this Paying Agency and Agent Bank Agreement will be entitled to make a made without any deduction or withholding from any payment which it makes under this Agreement for or on account of any present Taxes unless such deduction or future taxeswithholding is required by any Applicable Law. If so required to make any such withholding or deduction, duties the relevant Paying Agent will pay the full amount deducted or charges if and withheld to the extent so required by relevant Tax Authority in accordance with the relevant Applicable Law, but shall not be required to pay any additional or increased amount in respect thereof to any person. The Registrar will notify the Principal Paying Agent, not later than five Business Days after each Record Date, whether any Noteholder has elected to receive payments by transfer to a bank account and, if so, the relevant details of such bank account, in which event such case the Principal Paying Agent shall make such payment after such withholding or deduction has been made shall procure payments of interest and shall account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount, and such Paying Agent shall notify in writing the Trustee, the Issuer and Gazprom of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 at least 10 days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of the Notes in accordance with the Note Conditions by a Series of Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders transfer to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5specified account.
Appears in 1 contract
Payments by the Paying Agents. To Subject to the extent that funds have been received into payments by NN to the relevant Account being duly made pursuant to Clause 7.1 hereof 8.1 and subject to the receipt of the relevant information from the Registrar as provided in sub- Clause 8.1.5 hereof9.1.3, each Paying Agent acting through its Specified Office shall make payments of principal and/or interest and interest other amounts (if any) in respect of each Series of Notes in accordance with the Conditions and this Agreement and, so long as the Notes of any Series are evidenced by a the Global NoteCertificates, the terms thereof; provided, however, that:
8.1.1 9.1.1 if a Global Certificate or any Global Note or Definitive Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith as soon as reasonably practicable notify the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Agent has received the amount to be so paid;
8.1.2 each Paying Agent shall make payments only to the extent the Principal Paying Agent has received any payment to be made by Gazprom to the relevant Account pursuant to Clause 7.1;
8.1.3 9.1.2 each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each Note Certificate so cancelled or enfaced by it to, or to the order of, the Registrar;
8.1.4 notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable Law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount, and such Paying Agent shall notify in writing the Trustee, the Issuer and Gazprom of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 9.1.3 at least 10 days prior to each date on which a payment of principal or interest or any additional other amounts (if any) are due in respect of a Series of the Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent If NN is or shall be liable for the failure required to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5.pay additional
Appears in 1 contract
Samples: Paying Agency Agreement
Payments by the Paying Agents. To Subject to the extent that funds have been received into payments to the relevant Account being duly made pursuant to Clause 7.1 hereof (Issuer to pay Principal Paying Agent) and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereofsub-clause 8.1 (e), each Paying Agent acting through its Specified Office shall make payments of principal principal, interest and interest additional amounts, if any, in respect of each Series of Notes in accordance with the Conditions and, so long as the Notes of any Series are evidenced by a the Global NoteNote Certificate, the terms thereof; provided, however, that:
8.1.1 (a) if any Global Note Certificate or Definitive Individual Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and Issuer, the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or (or, for the Trustee purposes of Clause 8.5 (Agents to act for Trustee) only, the Trustee) and the Principal Paying Agent has received the amount to be so paid;
8.1.2 each (b) a Paying Agent shall not be obliged (but shall be entitled) to make such payments only if:
(i) in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 7.1 (Issuer to pay Principal Paying Agent); or
(ii) in the extent case of any other Paying Agent:
(A) it has been notified in accordance with Clause 7.5 (Failure to Pay) that the relevant payment has not been received, unless it is subsequently notified that such payment has been received; or
(B) it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to be made by Gazprom it under Clause 7.1 (Issuer to the relevant Account pursuant to Clause 7.1pay Principal Paying Agent);
8.1.3 (c) each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has made full payment and shall deliver each Note Certificate so cancelled or enfaced by it to, or to the order of, the Registrar;; and
8.1.4 (d) notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by Applicable Lawapplicable law, in which event such Paying Agent shall (i) make such payment after such withholding or deduction has been made and shall made, (ii) account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amountdeducted, and such Paying Agent shall (iii) notify in writing the Trustee, Trustee and the Issuer and Gazprom of any a deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 (e) at least 10 ten days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of the Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5sub-clause 8.1 (e).
Appears in 1 contract
Samples: Agency Agreement (First Ukrainian International Bank)
Payments by the Paying Agents. To the extent that funds have been received into the relevant Account pursuant to Clause 7.1 hereof and subject to the receipt of the relevant information from the Registrar as provided in Clause 8.1.5 hereof, each Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of each Series of the Notes in accordance with the Conditions and the procedures set out in Schedule 10 hereto (Procedures for Compliance with Spanish Tax Legislation) (and, so long as in the Notes case of any Series are evidenced by a the Temporary Global Note or the Permanent Global Note, the terms thereof); provided, however, that:
8.1.1 7.1.1 if any Global Definitive Note or Definitive Note Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has caused the Registrar to deliver delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify as soon as reasonably practicable notify, upon request, the Issuer and the Trustee and (if such Paying Agent is not the Principal Paying Agent) the Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Trustee and the Principal Paying Fiscal Agent has received the amount to be so paid;paid;
8.1.2 each 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make such payments only of principal or interest in respect of the Notes, if:
(i) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Issuer to pay the extent Fiscal Agent); or
(ii) in the Principal case of any other Paying Agent:
(a) it has been notified in accordance with Clause 6.6 (Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or
(b) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to be made by Gazprom it under Clause 6.1 (Issuer to pay the relevant Account pursuant to Clause 7.1Fiscal Agent);
8.1.3 7.1.3 each Paying Agent shall cancel each Definitive Note or Coupon against presentation and surrender of which it has made full payment and shall shall, in the case of a Paying Agent other than the Fiscal Agent, deliver each Definitive Note or Coupon so cancelled or enfaced by it to, or to the order of, the Registrar;Fiscal Agent;
8.1.4 7.1.4 upon any payment being made in respect of the Temporary Global Note or the Permanent Global Note, the relevant Paying Agent shall instruct the ICSDs (in accordance with Schedule 9 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Notes represented by such Temporary Global Note or Permanent Global Note (which shall be the previous principal amount thereof less the principal amount in respect of which payment has then been paid); and
7.1.5 notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges Taxes if and to the extent so required by Applicable Lawapplicable law (which for the avoidance of doubt includes FATCA Withholding), in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, deducted.
7.1.6 the Issuer shall notify each Paying Agent in the event that it determines that any payment to be made by a Paying Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so account treated, provided, however, that the Issuer’s obligation under this Clause 7.1.6 shall apply only to the relevant Authority for extent that such amount, and such Paying Agent shall notify in writing payments are so treated by virtue of characteristics of the TrusteeIssuer, the Issuer and Gazprom of any deduction or withholding from any payment which it makes under this Agreement; and
8.1.5 at least 10 days prior to each date on which a payment of principal or interest or any additional amounts (if any) are due in respect of a Series of Notes, the Registrar shall notify the Principal Paying Agent of the relevant Series number, the names and addresses of the Noteholders to whom payment is due, the amount of the payment to each such Noteholder and any applicable payment instructions. No Paying Agent shall be liable for the failure to make any payment occasioned by any misinformation provided to it in this Clause 8.1.5.or both.
Appears in 1 contract
Samples: Fiscal Agency Agreement
