Presentation of Notes, Receipts and Coupons. Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against surrender of Receipts and definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United States. Payments of instalments of principal (if any), other than the final instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above against surrender of the relevant Receipt. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against surrender of the relevant Note. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in definitive form (other than Dual Currency Notes or Indexed Redemption Amount Notes) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of mature Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note, Dual Currency Note or Indexed Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note. Payments of principal and interest (if any) in respect of Notes represented by any global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified in the relevant global Note against presentation or surrender, as the case may be, of such global Note at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of such global Note, distinguishing between any payment of principal and any payment of interest, will be made on such global Note by such Paying Agent and such record shall be prima facie evidence that the payment in question has been made. The holder of a global Note shall be the only person entitled to receive payments in respect of Notes represented by such global Note and the Issuer will be discharged by payment to, or to the order of, the holder of such global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such global Note. No person other than the holder of such global Note shall have any claim against the Issuer in respect of any payments due on that global Note. Notwithstanding the foregoing, U.S. dollar payments of principal and interest in respect of the Notes will be made at the specified office of a Paying Agent in the United States if: (i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due; (ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and (iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.
Appears in 2 contracts
Samples: Agency Agreement (Pepsico Inc), Agency Agreement (Pepsico Inc)
Presentation of Notes, Receipts and Coupons. Payments Except as provided below, payments of principal principal, if any, in respect of definitive Definitive Notes will (subject as provided below) be made in the manner as provided in paragraph (a) above only against surrender of Receipts and definitive such Definitive Notes, and payments of interest in respect of definitive Definitive Notes will (subject as provided below) be made as aforesaid only against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United States. Payments under paragraph (a) above made by check, at the option of instalments the bearer of principal (such Note or Coupon, shall be mailed or delivered to an address outside the United States furnished by such bearer. Subject to any applicable laws and regulations, any payments made by transfer will be made in immediately available funds to an account maintained by the payee with a bank located outside the United States. Payments of installments of principal, if any), in respect of Definitive Notes, other than the final instalmentinstallment, will (subject as provided below) be made in the manner as provided for in paragraph (a) above against presentation and surrender of the relevant Receipt. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against surrender of the relevant Note. Each Receipt must be presented for payment of the relevant instalment installment together with the definitive Definitive Note to which it appertains. Receipts presented without the definitive Definitive Note to which they appertain do not constitute valid obligations of the an Issuer. Upon the date on which any definitive Definitive Note becomes due and repayable, unmatured Receipts (Receipts, if any) , relating thereto (whether or not attached) ), shall become void and no payment shall be made in respect thereof. Fixed Payment of the final installment will be made as provided in paragraph (a) above against surrender of the relevant Definitive Notes. Fixed-Rate Notes in definitive form (other than Dual Currency Notes or Indexed Redemption Amount Notes) should be presented for payment together with all related unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on upon exchange of mature matured Talons), failing which . Failure to present the above will result in the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be being deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned as described above against surrender of the relative missing Coupon at any time before the expiry expiration of 10 five years after the Relevant Date (as defined in Condition 7) 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Fixed-Rate Note becoming due and repayable payable prior to its Maturity Date, all relevant unmatured Talons (Talons, if any) appertaining thereto , will become void and no further Coupons will be issued in respect thereofof that Fixed-Rate Note. Upon the date on which any Floating Floating-Rate Note, Dual Currency Note or Indexed Note in definitive form becomes due and repayablepayable, any related unmatured Coupons and Talons (if any) relating thereto (whether or not attached) ), shall become void and no payment or, as the case may be, exchange for further Coupons Coupons, shall be made in respect thereofof those Notes. If the due date for redemption of any definitive Definitive Note is not a Fixed Interest Payment Date or an Interest Payment Date, interest (interest, if any) , accrued in respect of such Note Note, from (and including) the preceding Fixed Interest Payment Date or Interest Payment Date or, as the case may be, the Interest Commencement Date Date, shall be payable only against surrender of the relevant definitive Definitive Note. Payments Except as provided below, payments of principal and principal, interest (or other amounts payable, if any) , in respect of Notes represented by any global Note a Global Note, will (subject as provided below) be made in the manner as specified above in relation to definitive for Definitive Notes and otherwise in the manner as specified in the relevant global Global Note against presentation or surrender, as the case may be, of such global Global Note at the specified office of any Paying Agent outside the United StatesStates and its possessions. A The Paying Agent will record of on each Global Note each payment made against presentation or surrender of such global Global Note, distinguishing between any payment of principal and any payment of interestprincipal, will be made on such global Note by such Paying Agent interest or other amounts payable, and such record shall be prima facie evidence that the payment in question has been made. The holder of a global Global Note shall be the only person entitled to receive payments in respect of Notes represented by such global Global Note and the relevant Issuer will be discharged by payment to, or to the order of, the holder of such global Global Note in respect of for each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg Luxembourg, as the beneficial holder of a particular nominal amount of Notes represented by such global Note Global Note, must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the relevant Issuer to, or to the order of, the holder of such global Global Note. No person other than the holder of such global Global Note shall have any claim against the such Issuer in respect of any payments due on that global Global Note. Notwithstanding the foregoing, U.S. dollar Dollar payments of principal and interest in respect of the Notes will be made at the specified office of a Paying Agent in the United States or its possessions if:
(i) the relevant Issuer has appointed Paying Agents with specified offices outside the United States and its possessions with the reasonable expectation that such Paying Agents would will be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and principal, interest or other amounts payable on the Notes in the manner provided above when duedue in U.S. Dollars at such specified offices;
(ii) payment of the full amount of such principal and principal, interest or other amounts payable at all such specified offices outside the United States and its possessions is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollarsDollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of the relevant Issuer, adverse tax consequences to the for such Issuer.
Appears in 1 contract
Presentation of Notes, Receipts and Coupons. Payments Other than in the case of definitive Notes in CF-Form, payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of Receipts and part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United StatesStates (which expression, as used herein, means the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)). Payments of principal in respect of any definitive Notes in CF-form will be made in the manner provided in paragraph (a) above only against surrender of definitive Notes together with the Coupon sheet attached. Payments of interest in respect of any definitive Notes in CF-form will be made in conformity with the agreement concluded between the Issuer and the ‘Algemeen Obligatiekantoor van het Centrum voor Fondsenadministratie B.V.’ in Amsterdam (the ‘Obligatiekantoor’), under which agreement the Issuer has accepted the rules and regulations of the Obligatiekantoor. Payments of instalments of principal (if any), other than the final instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in definitive form (other than Dual Currency Notes, Index Linked Notes or Indexed Redemption Amount Notesand Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of mature matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 five years after the Relevant Date (as defined in Condition 7) 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons in respect of any such Talons will be issued in respect thereofissued. Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Interest Note or Indexed Long Maturity Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A ‘Long Maturity Note’ is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Fixed Interest Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note. If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note. Payments of principal and interest (if any) in respect of Notes represented by any global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified in the relevant global Note against presentation or surrender, as the case may be, of such global Note at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of such global Note, distinguishing between any payment of principal and any payment of interest, will be made on such global Note by such Paying Agent and such record shall be prima facie evidence that the payment in question has been made. The holder of a global Note shall be the only person entitled to receive payments in respect of Notes represented by such global Note and the Issuer will be discharged by payment to, or to the order of, the holder of such global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such global Note. No person other than the holder of such global Note shall have any claim against the Issuer in respect of any payments due on that global Note. Notwithstanding the foregoing, U.S. dollar payments of principal and interest in respect of the Notes will be made at the specified office of a Paying Agent in the United States if:
(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;
(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.
Appears in 1 contract
Samples: Agency Agreement (Royal Ahold)
Presentation of Notes, Receipts and Coupons. Payments Except as provided below, payments of principal principal, if any, in respect of definitive Definitive Notes will (subject as provided below) be made in the manner as provided in paragraph (a) above only against surrender of Receipts and definitive such Definitive Notes, and payments of interest in respect of definitive Definitive Notes will (subject as provided below) be made as aforesaid only against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United StatesStates and its possessions. Payments under paragraph (a) above made by check, at the option of the bearer of such Note or Coupon, shall be mailed or delivered to an address outside the United States and its possessions furnished by such bearer. Subject to any applicable laws and regulations, any payments made by transfer will be made in immediately available funds to an account maintained by the payee with a bank located outside the United States and its possessions. Payments of instalments installments of principal (principal, if any), in respect of Definitive Notes, other than the final instalment, will installment (subject as provided below) ), will be made in the manner as provided for in paragraph (a) above against presentation and surrender of the relevant Receipt. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against surrender of the relevant Note. Each Receipt must be presented for payment of the relevant instalment installment together with the definitive Definitive Note to which it appertains. Receipts presented without the definitive Definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Definitive Note becomes due and repayable, unmatured Receipts (Receipts, if any) , relating thereto (whether or not attached) ), shall become void and no payment shall be made in respect thereof. Payment of the final installment will be made as provided in paragraph (a) above against surrender of the relevant Definitive Notes. Fixed Rate Notes in definitive form (other than Dual Currency Notes or Indexed Redemption Amount Notes) should be presented for payment together with all related unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on upon exchange of mature matured Talons), failing which . Failure to present the above will result in the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be being deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned as described above against surrender of the relative missing Coupon at any time before the expiry expiration of 10 five years after the Relevant Date (as defined in General Note Condition 7) 8) in respect of such principal (whether or not such Coupon would otherwise have become void under General Note Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Note other than a Floating Rate Note becoming due and repayable payable prior to its Maturity Date, all relevant unmatured Talons (Talons, if any) appertaining thereto , will become void and no further Coupons will be issued in respect thereofof that Note. Upon the date on which any Floating Rate Note, Dual Currency Note or Indexed Note in definitive form becomes due and repayablepayable, any related unmatured Coupons and Talons (if any) relating thereto (whether or not attached) ), shall become void and no payment or, as the case may be, exchange for further Coupons Coupons, shall be made in respect thereofof those Notes. If the due date for redemption of any definitive Definitive Note is not a Fixed Interest Payment Date or an Interest Payment Date, interest (interest, if any) , accrued in respect of such Note Note, from (and including) the preceding Fixed Interest Payment Date or Interest Payment Date or, as the case may be, the Interest Commencement Date Date, shall be payable only against surrender of the relevant definitive Definitive Note. Payments Except as provided below, payments of principal and interest (principal, premium, if any) , interest, or any other amounts payable on, or deliveries in respect of of, Notes represented by any global Note a Global Note, will (subject as provided below) be made in the manner as specified above in relation to definitive for Definitive Notes and otherwise in the manner as specified in the relevant global Global Note outside the United States and its possessions against presentation or surrender, as the case may be, of such Global Note (if the Global Note is issued in classic global note (“CGN” form), and payments on any Note will be made at the specified office of any Paying Agent outside the United StatesStates and its possessions. A The Paying Agent will record of on each Global Note each payment made against presentation or surrender of such global Global Note, distinguishing between any payment of principal and any payment of principal, premium, if any, interest, will be made on such global Note by such Paying Agent or any other amounts payable, and such record shall be prima facie evidence that the payment in question has been made. The holder of a global Global Note shall be the only person entitled to receive payments on, or deliveries in respect of of, Notes represented by such global Global Note and the Issuer will be discharged by payment or delivery to, or to the order of, the holder of such global Global Note in respect of for each amount so paidpaid or delivered. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg Luxembourg, as the beneficial holder of a particular nominal amount of Notes represented by such global Note Global Note, must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment or delivery so made by the Issuer to, or to the order of, the holder of such global Global Note. No person other than the holder of such global Global Note shall have any claim against the Issuer in respect of any payments due on due, or deliveries in respect of, that global Global Note. Notwithstanding the foregoing, U.S. dollar Dollar payments of principal and interest in respect of the Notes will be made at the specified office of a Paying Agent in the United States or its possessions if:
(i) the Issuer has appointed Paying Agents with specified offices outside the United States and its possessions with the reasonable expectation that such Paying Agents would will be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest principal, interest, or any other amounts payable on the Notes in the manner provided above when duedue in U.S. Dollars at such specified offices;
(ii) payment of the full amount of such principal and interest principal, premium, if any, interest, or any other amounts payable, at all such specified offices outside the United States and its possessions is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollarsDollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of the IssuerIssuer and the Guarantor, adverse tax consequences to for the IssuerIssuer or the Guarantor.
Appears in 1 contract
Presentation of Notes, Receipts and Coupons. Payments Other than in the case of definitive Notes in CF-Form, payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of Receipts and part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United StatesStates (which expression, as used herein, means the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)). Payments of principal in respect of any definitive Notes in CF-form will be made in the manner provided in paragraph (a) above only against surrender of definitive Notes together with the Coupon sheet attached. Payments of interest in respect of any definitive Notes in CF-form will be made in conformity with the agreement concluded between the Issuer and the ‘Algemeen Obligatiekantoor van het Centrum voor Fondsenadministratie B.V.’ in Amsterdam (the ‘Obligatiekantoor’), under which agreement the Issuer has accepted the rules and regulations of the Obligatiekantoor. Payments of instalments of principal (if any), other than the final instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in definitive form (other than Dual Currency Notes, Index Linked Notes or Indexed Redemption Amount Notesand Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of mature matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 five years after the Relevant Date (as defined in Condition 7) 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons in respect of any such Talons will be issued in respect thereofissued. Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Interest Note or Indexed Long Maturity Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A ‘Long Maturity Note’ is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Fixed Interest Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note. If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note. Payments of principal and interest (if any) in respect of Notes represented by any global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified in the relevant global Note against presentation or surrender, as the case may be, of such global Note at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of such global Note, distinguishing between any payment of principal and any payment of interest, will be made on such global Note by such Paying Agent and such record shall be prima facie evidence that the payment in question has been made. The holder of a global Note shall be the only person entitled to receive payments in respect of Notes represented by such global Note and the Issuer will be discharged by payment to, or to the order of, the holder of such global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such global Note. No person other than the holder of such global Note shall have any claim against the Issuer in respect of any payments due on that global Note. Notwithstanding the foregoing, U.S. dollar payments of principal and interest in respect of the Notes will be made at the specified office of a Paying Agent in the United States if:
(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;
(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.
Appears in 1 contract
Presentation of Notes, Receipts and Coupons. Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against surrender of Receipts and definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United States. Payments of instalments of principal (if any), other than the final instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above against surrender of the relevant Receipt. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against surrender of the relevant Note. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in definitive form (other than Dual Currency Notes or Indexed Redemption Amount Notes) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of mature Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note, Dual Currency Note or Indexed Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note. Payments of principal and interest (if any) in respect of Notes represented by any global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified in the relevant global Note against presentation or surrender, as the case may be, of such global Note at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of such global Note, distinguishing between any payment of principal and any payment of interest, will be made on such global Note by such Paying Agent and such record shall be prima facie evidence that the payment in question has been made. The holder of a global Note shall be the only person entitled to receive payments in respect of Notes represented by such global Note and the Issuer will be discharged by payment to, or to the order of, the holder of such global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such global Note. No person other than the holder of such global Note shall have any claim against the Issuer in respect of any payments due on that global Note. Notwithstanding the foregoing, U.S. dollar payments of principal and interest in respect of the Notes will be made at the specified office of a Paying Agent in the United States if:
(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;
(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer, any adverse tax consequences consequence to the Issuer.
Appears in 1 contract
Samples: Agency Agreement (Pepsico Inc)
Presentation of Notes, Receipts and Coupons. Payments Except as provided below, payments of principal principal, if any, in respect of definitive Definitive Notes will (subject as provided below) be made in the manner as provided in paragraph (a) above only against surrender of Receipts and definitive such Definitive Notes, and payments of interest in respect of definitive Definitive Notes will (subject as provided below) be made as aforesaid only against surrender of Coupons, in each case at the specified office of any Paying Agent outside the United StatesStates and its possessions. Payments under paragraph (a) above made by check, at the option of the bearer of such Note or Coupon, shall be mailed or delivered to an address outside the United States and its possessions furnished by such bearer. Subject to any applicable laws and regulations, any payments made by transfer will be made in immediately available funds to an account maintained by me payee with a bank located outside the United States and its possessions. Payments of instalments installments of principal (principal, if any), in respect of Definitive Notes, other than the final instalmentinstallment (subject, will (subject as provided below) ), will be made in the manner as provided for in paragraph (a) above against presentation and surrender of the relevant Receipt. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against surrender of the relevant Note. Each Receipt must be presented for payment of the relevant instalment installment together with the definitive Definitive Note to which it appertains. Receipts presented without the definitive Definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Definitive Note becomes due and repayable, unmatured Receipts (Receipts, if any) , relating thereto (whether or not attached) ), shall become void and no payment shall be made in respect thereof. Fixed Payment of the final installment will be made as provided in paragraph (a) above against surrender of the relevant Definitive Notes. Fixed-Rate Notes in definitive form (other than Dual Currency Notes or Indexed Redemption Amount Notes) should be presented for payment together with all related unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on upon exchange of mature matured Talons), failing which . Failure to present the above will result in the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be being deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned as described above against surrender of the relative missing Coupon at any time before the expiry expiration of 10 five years after the Relevant Date (as defined in Condition 7) 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Fixed-Rate Note becoming due and repayable payable prior to its Maturity Date, all relevant unmatured Talons (Talons, if any) appertaining thereto , will become void and no further Coupons will be issued in respect thereofof that Fixed-Rate Note. Upon the date on which any Floating Floating-Rate Note, Dual Currency Note Note, or Indexed Note in definitive form becomes due and repayablepayable, any related unmatured Coupons and Talons (if any) relating thereto (whether or not attached) ), shall become void and no payment or, as the case may be, exchange for further Coupons Coupons, shall be made in respect thereofof those Notes. If the due date for redemption of any definitive Definitive Note is not a Fixed Interest Payment Date or an Interest Payment Date, interest (interest, if any) , accrued in respect of such Note Note, from (and including) the preceding Fixed Interest Payment Date or Interest Payment Date or, as the case may be, the Interest Commencement Date Date, shall be payable only against surrender of the relevant definitive Definitive Note. Payments Except as provided below, payments of principal and interest (principal, premium, if any) , interest, or any other amounts payable in respect of Notes represented by any global Note a Global Note, will (subject as provided below) be made in the manner as specified above in relation to definitive for Definitive Notes and otherwise in the manner as specified in the relevant global Global Note outside the United States and its possessions against presentation or surrender, as the case may be, of such Global Note (if the Global Note is issued in classic global Note note (“CGN”) form) at the specified office of any Paying Agent outside the United StatesStates and its possessions. A The Paying Agent will record of on each Global Note each payment made against presentation or surrender of such global Global Note, distinguishing between any payment of principal and any payment of principal, premium, if any, interest, will be made on such global Note by such Paying Agent or any other amounts payable, and such record shall be prima facie evidence that the payment in question has been made. The holder of a global Global Note shall be the only person entitled to receive payments in respect of Notes represented by such global Global Note and the Issuer will be discharged by payment to, or to the order of, the holder of such global Global Note in respect of for each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg Luxembourg, as the beneficial holder of a particular nominal amount of Notes represented by such global Note Global Note, must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such global Global Note. No person other than the holder of such global Global Note shall have any claim against the Issuer in respect of any payments due on that global Global Note. Notwithstanding the foregoing, U.S. dollar Dollar payments of principal and interest in respect of the Notes will be made at the specified office of a Paying Agent in the United States or its possessions if:
(i) the Issuer has appointed Paying Agents with specified offices outside the United States and its possessions with the reasonable expectation that such Paying Agents would will be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest principal, interest, or any other amounts payable on the Notes in the manner provided above when duedue in U.S. Dollars at such specified offices;
(ii) payment of the full amount of such principal and interest principal, premium, if any, interest, or any other amounts payable, at all such specified offices outside the United States and its possessions is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollarsDollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to for the Issuer.
Appears in 1 contract
Presentation of Notes, Receipts and Coupons. Payments Other than in the case of definitive Notes in CF-Form, payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of Receipts and part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United StatesStates (which expression, as used herein, means the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)). Payments of instalments principal in respect of any definitive Notes in CF-form will be made in the manner provided in paragraph (a) above only against surrender of definitive Notes together with the Coupon sheet attached. Payments of interest in respect of any definitive Notes in CF-form will be made in conformity with the agreement concluded between the Issuer and the “Algemeen Obligatiekantoor van het Centrum voor Fondsenadministratie B.V.” in Amsterdam (the “Obligatiekantoor”), under which agreement the Issuer has accepted the rules and regulations of the Obligatiekantoor. Payments of installments of principal (if any), other than the final instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof. Fixed Rate Notes in definitive form (other than Dual Currency Notes, Index Linked Notes or Indexed Redemption Amount Notesand Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of mature matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 five years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter. Upon any Fixed Rate Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof. Upon the date on which any Floating Rate Note, Dual Currency Note or Indexed Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note. Payments of principal and interest (if any) in respect of Notes represented by any global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes and otherwise in the manner specified in the relevant global Note against presentation or surrender, as the case may be, of such global Note at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of such global Note, distinguishing between any payment of principal and any payment of interest, will be made on such global Note by such Paying Agent and such record shall be prima facie evidence that the payment in question has been made. The holder of a global Note shall be the only person entitled to receive payments in respect of Notes represented by such global Note and the Issuer will be discharged by payment to, or to the order of, the holder of such global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such global Note. No person other than the holder of such global Note shall have any claim against the Issuer in respect of any payments due on that global Note. Notwithstanding the foregoing, U.S. dollar payments of principal and interest in respect of the Notes such Talons will be made at the specified office of a Paying Agent in the United States if:
(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;
(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuerissued.
Appears in 1 contract
Samples: Agency Agreement (Royal Ahold)