Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities. (b) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar. (c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 10 contracts
Samples: Merger Agreement, Indenture (Verso Paper Holdings LLC), Indenture (Verso Paper Corp.)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the United States where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities.
(b) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 8 contracts
Samples: Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) or cause to be maintained an office or agency in the United States of America where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) and (ii) an office or agency where Securities may Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (the “Paying Agent”). The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain or cause to be maintained an office or agency in the United States of America, for such purposes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles IV and IX and Sections 5.07 and 5.11, neither the Issuers nor any Affiliate of the Issuers shall act as Paying Agent. The Registrar, as an agent of the Issuers, shall keep a register register, including ownership, of the Securities Notes and of their transfer and exchange. The Issuers Issuers, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agentsagents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrars. The registrar and the term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint the Trustee as Registrar, Registrar and Paying Agent and until such time as the Securities Custodian with respect to the Global Securities.
(b) Trustee has resigned or a successor has been appointed. The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuers shall notify the Trustee Trustee, in advance, of the name and address of any such agentAgent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrarsuch.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 7 contracts
Samples: Senior Notes Indenture (MPT Operating Partnership, L.P.), Thirteenth Supplemental Indenture (MPT Operating Partnership, L.P.), Twelfth Supplemental Indenture (MPT Operating Partnership, L.P.)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers Company may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 7 contracts
Samples: Indenture (American Railcar Industries, Inc./De), Indenture (OEI, Inc.), Indenture (Covalence Specialty Adhesives LLC)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) or cause to be maintained an office or agency where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (iic) notices and demands to or upon the Issuers in respect of the Notes and this Indenture (other than notices and demands of the type contemplated by Section 14.09 of this Indenture) may be served. The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of the obligation to maintain or cause to be maintained an office or agency where Securities for such purposes. The Issuers may be presented for payment (the “act as Registrar or Paying Agent”), except that for the purposes of Articles 3 and 9 and Section 4.07, neither the Issuers nor any Affiliate of the Issuers shall act as Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuers, upon written notice to the Trustee, may have one or more co-registrars and one or more additional paying agentsPaying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrars. The registrar, and the term “Paying Agent” includes the Paying Agent and any additional paying agentsPaying Agent. The Issuers initially appoint appoints the Trustee as Registrar, Registrar and Paying Agent and until such time as the Securities Custodian with respect to the Global Securities.
(b) Trustee has resigned or a successor has been appointed. The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuers shall notify the Trustee in writing, in advance, of the name and address of any such agentAgent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrarsuch.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 7 contracts
Samples: Indenture (JBS S.A.), Indenture (JBS S.A.), Indenture (JBS Holding Luxembourg S.A R.L.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as the Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 6 contracts
Samples: Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”), in each case in the Borough of Manhattan, The City of New York. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.06. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent Agent, Registrar or Registrarco-registrar.
(c) The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 6 contracts
Samples: Indenture (NCR Corp), Indenture (NCR Corp), Indenture (NCR Corp)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) or cause to be maintained an office or agency in the United States of America where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) and (ii) an office or agency where Securities may Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (the “Paying Agent”). The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain or cause to be maintained an office or agency in the United States of America, for such purposes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III and VIII and Sections 4.07 and 4.11, neither the Issuers nor any Affiliate of the Issuers shall act as Paying Agent. The Registrar, as an agent of the Issuers, shall keep a register register, including ownership, of the Securities Notes and of their transfer and exchange. The Issuers Issuers, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agentsagents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrars. The registrar and the term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint the Trustee as Registrar, Registrar and Paying Agent and until such time as the Securities Custodian with respect to the Global Securities.
(b) Trustee has resigned or a successor has been appointed. The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuers shall notify the Trustee Trustee, in advance, of the name and address of any such agentAgent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrarsuch.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 6 contracts
Samples: Indenture (Ryman Hospitality Properties, Inc.), Indenture (Ryman Hospitality Properties, Inc.), Indenture (Ryman Hospitality Properties, Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) or cause to be maintained an office or agency in the United States of America where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) and (ii) an office or agency where Securities may Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (the “Paying Agent”). The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of their obligation to maintain or cause to be maintained an office or agency in the United States of America, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight and Section 4.07 neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar, as an agent of the Issuer, shall keep a register register, including ownership, of the Securities Notes and of their transfer and exchange. The Issuers Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agentsagents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrars. The registrar and the term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers Issuer initially appoint appoints the Trustee as Registrar, Registrar and Paying Agent and until such time as the Securities Custodian with respect to the Global Securities.
(b) Trustee has resigned or a successor has been appointed. The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuers Issuer shall notify the Trustee Trustee, in advance, of the name and address of any such agentAgent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrarsuch.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 6 contracts
Samples: Supplemental Indenture (CoreCivic, Inc.), Third Supplemental Indenture (CoreCivic, Inc.), Second Supplemental Indenture (CoreCivic, Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 6 contracts
Samples: Indenture (Berry Plastics Group Inc), Indenture (BPRex Delta Inc.), Indenture (Berry Plastics Corp)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency in the United States of America where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) and (ii) an office or agency where Securities Notes may be presented or surrendered for payment (the “Paying Agent”)) and (c) notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers may also from time to time designate (without notice to Holders) one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and where such notices and demands may be served and may from time to time rescind or change such designations; provided, however, that no such designation, rescission or change shall relieve the Issuers of its obligation to maintain an office or agency in the United States of America for such purposes. The Issuers may change or remove any Paying Agent, Registrar or co-Registrar without notice to any Holder so long as there is a Paying Agent and Registrar in United States of America. The Issuers will give prompt written notice to the Trustee of any such designation, rescission, removal or change referred to in the two immediately preceding sentences. The Issuers or any of its Domestic Subsidiaries may act as Registrar, co-Registrar or Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuers, upon notice to the Trustee but without notice to Holders, may have appoint one or more co-registrars Registrars and one or more additional paying agents. The term “Registrar” includes agents reasonably acceptable to the Trustee and may rescind the appointment of and change any such co-registrarsRegistrars or additional paying agents. The term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuers shall notify the Trustee of the name and address of any such agentAgent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07such. The Company or any Issuers hereby appoint the Trustee, acting through its Corporate Trust Office in the United States of its domestically organized Wholly Owned Subsidiaries may act America, as Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or initial Paying Agent and to Registrar for the Trustee; providedNotes. In acting hereunder and in connection with the Notes, however, that no such removal the Paying Agent and the Registrar shall become effective until (i) if applicable, acceptance act solely as an agent of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may beIssuers, and delivered to the Trustee will not thereby assume any obligations towards or (ii) notification to the Trustee that the Trustee shall serve as Registrar relationship of agency or Paying Agent until the appointment of a successor in accordance trust for or with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08Holder.
Appears in 5 contracts
Samples: Indenture (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Indenture (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Indenture (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”), which, for as long as required by any national securities exchange (whether or not the Issuer has any securities listed on such exchange), shall be in a city in the United States of America. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Wholly-Owned Subsidiaries organized in the United States may act as Registrar or Paying Agent or RegistrarAgent.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Registrar or Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 5 contracts
Samples: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.), Indenture (Intelsat S.A.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries Restricted Subsidiary incorporated or organized within the United States of America may act as Paying Agent Agent, Registrar, co-registrar or Registrar.
(c) transfer agent. The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08. The Issuer initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.
Appears in 5 contracts
Samples: Indenture (Century Communities, Inc.), Indenture (Century Communities, Inc.), Indenture (Century Communities, Inc.)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and (ii) an office or agency where Securities may be presented for payment (the “"Paying Agent”"). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in New York, New York. The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the "Securities Register"). The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “"Paying Agent" includes any additional paying agent and the term "Registrar” " includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company or any Any of its domestically organized Wholly the Company's Wholly-Owned Subsidiaries organized in the United States may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Securities. The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 5 contracts
Samples: Indenture (Cornell Companies Inc), Indenture (VI Acquisition Corp), Indenture (Portola Packaging Inc)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities of such Series may be presented for payment (the “Paying Agent”). The Registrar shall keep a register with respect to each Series of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint Issuer hereby appoints the Trustee as Registrar, Registrar and Paying Agent and for each Series of Securities unless another Registrar or Paying Agent, as the Securities Custodian with respect case may be, is appointed prior to the Global Securities.
(b) time Securities of that Series are first issued. The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIATrust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Significant Subsidiaries may act as Paying Agent or Registrar.
(c) . The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i1) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i1) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trusteenotice; provided, however, that the Trustee may resign as Registrar or Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 5 contracts
Samples: Indenture (Crown Castle International Corp), Indenture (Crown Castle International Corp), Indenture (Crown Castle International Corp)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”)payment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes Issuer shall advise the Paying Agent and in writing five Business Days prior to any additional paying agentsinterest payment date of any Additional Interest payable pursuant to the Registration Rights Agreement. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Notes. The Issuers Issuer may remove change any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 4 contracts
Samples: Indenture (Igate Corp), Indenture (Epicor International Holdings, Inc.), Indenture (Epicor Software Corp)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities of such Series may be presented for payment (the “Paying Agent”). The Registrar shall keep a register with respect to each Series of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrars. The term “Issuer hereby appoints the Trustee as Registrar and Paying Agent for each Series of Securities unless another Registrar or Paying Agent” includes , as the case may be, is appointed prior to the time Securities of that Series are first issued. In acting hereunder and in connection with the Securities, the Paying Agent and Registrar shall act solely as agents of the Issuer, and will not thereby assume any additional paying agentsobligations towards or relationship of agency or trust for or with any Holder of any Series of Securities. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIATrust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Significant Subsidiaries may act as Paying Agent or Registrar.
(c) . The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i1) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii2) notification to is received by the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i1) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08notice.
Appears in 4 contracts
Samples: Agency Agreement (Booking Holdings Inc.), Agency Agreement (Booking Holdings Inc.), Agency Agreement (Booking Holdings Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) in New York, New York and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register reflecting ownership of the Securities Notes outstanding from time to time and of their transfer and exchange. In addition, the Issuer shall maintain an office or agency in New York, New York where Notes may be presented for transfer or exchange (the “Transfer Agent”). The Issuers Issuer may have one or more co-registrars and one or more additional transfer and paying agents. The terms “Paying Agent” and “Transfer Agent” include the Paying Agent, the Transfer Agent and any additional paying agent or transfer agent, as applicable, and the term “Registrar” includes any co-registrars. The term “Issuer initially appoints Deutsche Bank Trust Company Americas, in New York, who accepts such appointment, as Paying Agent” includes . The Issuer initially appoints Deutsche Bank Trust Company Americas, in respect of the Paying Agent Notes, who accepts such appointment, as a Transfer Agent. The Issuer initially appoints Deutsche Bank Trust Company Americas, in respect of the Notes, who accepts such appointment, as Registrar. The Registrar shall provide a copy of the register and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect update thereof to the Global SecuritiesIssuer upon request.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The Such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act may act, or may arrange for appropriate parties to act, as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries Restricted Subsidiary may act as Paying Agent or RegistrarRegistrar in respect of the Notes.
(c) The Issuers Issuer may remove change any Registrar Registrar, Paying Agent or Paying Transfer Agent upon written notice to such Registrar Registrar, Paying Agent or Paying Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar Registrar, Paying Agent, or Paying Transfer Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above. The Registrar Registrar, Paying Agent or Paying the Transfer Agent may resign at any time upon by providing 30 days’ written notice to the Issuers Issuer and the Trustee; provided. If any Notes are listed on an exchange and the rules of such exchange so require, howeverthe Issuer will satisfy any requirement of such exchange as to Paying Agents, that the Trustee may resign as Registrars and Transfer Agents and will comply with any notice requirements required under such exchange in connection with any change of Paying Agent Agent, Registrar or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08Transfer Agent.
Appears in 4 contracts
Samples: Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.), Indenture
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) in the continental United States an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the “Securities Register”). The Issuers Parent Guarantor or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuer or any of its domestically wholly owned Subsidiaries organized Wholly Owned Subsidiaries in the United States may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar for the Securities at its corporate trust office in Dallas, Texas, and as Paying Agent or Registrar.
(c) for the Securities at its corporate trust office in Minneapolis, Minnesota. The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 4 contracts
Samples: Indenture (ANTERO RESOURCES Corp), Indenture (Antero Resources LLC), Indenture (Antero Resources LLC)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in New York, New York. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company or any Any of its domestically the Company’s Restricted Subsidiaries organized Wholly Owned Subsidiaries in the United States may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Securities. The Issuers Company may remove any Registrar or Paying Agent without notice to any Holder upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 4 contracts
Samples: Indenture (Gibraltar Industries, Inc.), Indenture (Libbey Inc), Indenture (Libbey Inc)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) Issuer will keep, at an office or agency to be maintained by it in a Place of Payment where Securities may be presented for registration or presented and surrendered for registration of transfer or of exchange, and where Securities of any series that are convertible or exchangeable may be surrendered for exchange conversion or exchange, as applicable (the “Registrar”) ), a security register for the registration and the registration of transfer or of exchange of the Securities (ii) an the registers maintained in such office and in any other office or agency where Securities may be presented for payment (of the Issuer in a Place of Payment being herein sometimes collectively referred to as the “Paying AgentRegister”), as in this Indenture provided, which Register shall at all reasonable times be open for inspection by the Trustee. Such Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The Registrars; the term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securitiesregistrar.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent co-Registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agentfor any series, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.0711.01. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries Affiliate thereof may act as Paying Agent Registrar, co-Registrar or Registrartransfer agent.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to Issuer hereby appoints the Trustee or (ii) notification to the Trustee that the Trustee shall serve at its Corporate Trust Office as Registrar or Paying Agent in connection with the Securities and this Indenture, until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any such time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns another Person is appointed as Trustee in accordance with Section 7.08such.
Appears in 4 contracts
Samples: Indenture (Healthpeak OP, LLC), Supplemental Indenture (Healthpeak Properties, Inc.), Indenture (SL Green Operating Partnership, L.P.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries organized in the United States may act as Registrar or Paying Agent or RegistrarAgent.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Registrar or Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 4 contracts
Samples: Indenture (Intelsat LTD), Indenture (Intelsat LTD), Indenture (Intelsat CORP)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) in the continental United States an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) the Company shall maintain in New York, New York an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the “Securities Register”). The Issuers Company or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company or any of its domestically organized Wholly Owned Subsidiaries may act initially appoints the Trustee as Registrar and as Paying Agent or Registrar.
(c) for the Securities at its corporate trust office in New York, New York, which, on the date hereof, is located at 000 Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000. The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 4 contracts
Samples: Indenture (CNX Resources Corp), Indenture (CNX Resources Corp), Indenture (CNX Resources Corp)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and (ii) an office or agency where Securities may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “"Paying Agent" includes any additional paying agent, and the term "Registrar” " includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian (as defined in the Appendix) with respect to the Global Securities.
(b) . The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) . The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i1) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i1) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trusteenotice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 4 contracts
Samples: Indenture (Splitrock Services Inc), Indenture (Volume Services America Inc), Indenture (Volume Services America Holdings Inc)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the Borough of Manhattan, the City of New York, the State of New York where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such Registrar and Paying Agent and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Purchase Agreement (GeoEye, Inc.), Indenture (GeoEye, Inc.), Indenture (GeoEye, Inc.)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office one or agency more paying agents (each, a “Paying Agent”) for the Securities, including a paying agent in Luxembourg, when and for so long as the Securities are listed on the Luxembourg Stock Exchange, in each case where Securities may be presented for payment and (ii) a registrar (the “Registrar”) with co-registrars in each of (A) the City of London and (B) when and for so long as the Securities are listed on the Luxembourg Stock Exchange, Luxembourg, in each case where the Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”)exchange. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more additional co-registrars and one or more additional paying agents. The term “Registrar” includes the Registrar and any additional co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers Company may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (MPM Silicones, LLC), Indenture (MPM Silicones, LLC), Indenture (MPM Silicones, LLC)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Notes and (ii) the Securities Notes Custodian with respect to the Global SecuritiesNotes (as defined in the Appendix).
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.078.07. The Company or any of its domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.088.08.
Appears in 3 contracts
Samples: Indenture (Cincinnati Bell Inc), Indenture (Cincinnati Bell Inc), Indenture (Cincinnati Bell Inc)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “"Registrar”") and (ii) an office or agency where Securities Notes may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “"Paying Agent" includes any additional paying agent, and the term "Registrar” " includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Notes, and (ii) the Securities Custodian (as defined in the Appendix) with respect to the Global Securities.
Notes (b) as defined in the Appendix). The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Wholly-owned Subsidiaries may act as Paying Agent or Registrar.
(c) . The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i1) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i1) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trusteenotice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Magellan Health Services Inc), Indenture (Magellan Health Services Inc), Indenture (Magellan Health Services Inc)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) ), an office or agency in the Borough of Manhattan, City of New York, where Securities Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes (“Note Register”) and of their transfer and exchange. The Issuers Issuer may have appoint one or more co-registrars registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrars. The registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee as Registrar, Paying Agent in writing of the name and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may enter into an appropriate agency agreement with address of any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07such. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent, Transfer Agent or Registrar.
. The Issuer initially appoints The Depository Trust Company (c“DTC”) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and act as Depositary with respect to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Global Notes. The Issuer initially appoints the Trustee to act as evidenced by an appropriate agreement entered into by Custodian with respect to the Issuers and such successor Registrar or Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, as Registrar and Transfer Agent for the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08Notes.
Appears in 3 contracts
Samples: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint the Trustee as Registrar, Paying Agent and the Securities Notes Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers Company may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Caesars Entertainment, Inc.), Indenture (Caesars Entertainment, Inc.), Indenture (Caesars Entertainment, Inc.)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The City of New York. The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the “Securities Register”). The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company or any of its domestically organized Wholly Owned organized, wholly owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Securities. The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Manor Care Inc), Indenture (Manor Care Inc), Indenture (Manor Care Inc)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for transfer or exchange (the “Transfer Agent”) or, subject to Section 2 of the Notes, for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional transfer agents and paying agents. The terms “Paying Agent” and “Transfer Agent” include any additional paying agent or transfer agent, as applicable, and the term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee Elavon Financial Services DAC., who accepts such appointments, as RegistrarPaying Agent, Paying Agent Registrar and the Securities Custodian with respect to the Global SecuritiesTransfer Agent.
(b) The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.
(c) The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuers shall notify the Trustee Trustee, in advance, of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Issuers shall deliver copies of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrarsuch agency agreement promptly to the Trustee.
(cd) The Issuers may remove change any Registrar or Registrar, Paying Agent or Transfer Agent (or the location of any of the foregoing) upon written notice to such Registrar Registrar, Paying Agent or Paying Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar Registrar, Paying Agent, or Paying Transfer Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall shall, to the extent that the Trustee determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above. The Registrar Registrar, Paying Agent or Paying Transfer Agent may resign at any time upon by providing 30 days’ written notice to the Issuers Issuer and the Trustee; provided. For so long as the Notes are admitted to the Official List of Euronext Dublin and for trading on its Global Exchange Market and the rules of such exchange so require, howeverthe Issuers will deliver a notice of any change of paying agent, registrar or transfer agent to Euronext Dublin through its online portal, Euronext Direct (or its successor, if any). The Issuers acknowledge that the Trustee may resign is presently unable to serve as Paying Agent, Transfer Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08and Registrar.
Appears in 3 contracts
Samples: Nineteenth Supplemental Indenture (MPT Operating Partnership, L.P.), Eighteenth Supplemental Indenture (MPT Operating Partnership, L.P.), Seventeenth Supplemental Indenture (MPT Operating Partnership, L.P.)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”)payment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes Issuers shall advise the Paying Agent and in writing five Business Days prior to any additional paying agentsinterest payment date of any Additional Interest payable pursuant to the Registration Rights Agreement. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee in writing of the name and address of any each such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuers or any of its domestically organized Wholly Owned Subsidiaries Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuers initially appoint the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Notes. The Issuers may remove change any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Valley Telephone Co., LLC), Indenture (Valley Telephone Co., LLC), Indenture (Trisyn Group, Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”)payment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes Issuer shall advise the Paying Agent and in writing five Business Days prior to any additional paying agentsinterest payment date of any Additional Interest payable pursuant to the Registration Rights Agreement. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee as the Registrar and Paying Agent or Registrar.
(c) The Issuers for the Notes and the Issuer may remove any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Heinz H J Co), Indenture (Kinetic Concepts Inc), Indenture (Kinetic Concepts Inc)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office one or agency more paying agents (each, a “Paying Agent”) for the Notes in the United States of America where Securities Notes may be presented for payment and (ii) a registrar (the “Registrar”) with offices in the United States of America where the Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”)exchange. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Company may have one or more additional co-registrars and one or more additional paying agents. The term “Registrar” includes the Registrar and any additional co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, Paying Agent and the Securities Notes Custodian with respect to the Global SecuritiesNotes representing the Notes.
(b) The Issuers Company may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Momentive Performance Materials Inc.), Indenture (Momentive Performance Materials Inc.), Indenture (Momentive Performance Materials Inc.)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the United States where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Phoenix Consulting Group, LLC), Indenture (Remington Arms Co Inc/), Indenture (Freedom Group, Inc.)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) an office or agency in the Borough of Manhattan, the City of New York, the State of New York where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as (i) Registrar, and Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Holdings or any of its Holdings’ domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Hexion Specialty Chemicals, Inc.), Indenture (Borden Chemical Inc), Indenture (Hexion Specialty Chemicals, Inc.)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and (ii) an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment (the “"Paying Agent”)") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-registrars Registrars and one or more additional paying agentsPaying Agents. The term “"Registrar” " includes any co-registrars. The registrar and the term “"Paying Agent” " includes the Paying Agent and any additional paying agentsPaying Agent. The Issuers hereby initially appoint the Trustee as RegistrarRegistrar and Paying Agent, Paying Agent and by its signature hereto, the Securities Custodian with respect Trustee hereby agrees so to the Global Securities.
(b) act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with any Registrar or Agent (including the Paying Agent Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such agentAgent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07such. The Issuers initially appoint The Depository Trust Company or any of its domestically organized Wholly Owned Subsidiaries may ("DTC") to act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent or Registrar.
(c) hereunder. The Issuers may remove any Registrar or Paying Agent upon written notice Trustee is authorized to such Registrar or Paying Agent and enter into a letter of representation with DTC in the form provided to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into Trustee by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor act in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08such letter.
Appears in 3 contracts
Samples: Indenture (Waterford Gaming LLC), Indenture (Waterford Gaming LLC), Indenture (Waterford Gaming Finance Corp)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office one or agency more paying agents (each, a “Paying Agent”) for the Notes in the United States of America where Securities Notes may be presented for payment and (ii) a registrar (the “Registrar”) with offices in the United States of America where the Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”)exchange. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more additional co-registrars and one or more additional paying agents. The term “Registrar” includes the Registrar and any additional co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, Paying Agent and the Securities Notes Custodian with respect to the Global SecuritiesNotes representing the Notes.
(b) The Issuers Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Momentive Performance Materials Quartz, Inc.), Indenture (Momentive Performance Materials Quartz, Inc.), Indenture (Momentive Performance Materials Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”), which, for as long as required by any national securities exchange (whether or not the Issuer has any securities listed on such exchange), shall be in the Borough of Manhattan, the City of New York, the State of New York. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Wholly-Owned Subsidiaries organized in the United States may act as Registrar or Paying Agent or RegistrarAgent.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Registrar or Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.), Indenture (Intelsat S.A.)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the United States where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-co- registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities.
(b) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which which, subject to Section 1.03, shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture, Indenture (Safeway Stores 42, Inc.), Indenture (Albertsons Companies, Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint the Trustee appoints The Depository Trust Company (“DTC”) to act as Registrar, Paying Agent and the Securities Custodian Depositary with respect to the Global Securities.
Notes. The Issuer has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (b“Agent”) is hereby authorized to act in accordance with such letter and applicable procedures of DTC. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary. In connection with any proposed transfer outside the Book-entry Only System, the Issuer, the Holder or DTC shall, to the extent required by applicable tax law, provide or cause to be provided to the Trustee all information that is (i) in their possession, (ii) specifically requested by the Trustee in sufficient detail to permit compliance with such request and (iii) necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Issuers Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Issuer may enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar. Initially, the Trustee will act as Registrar and Paying Agent or Registrar.
(c) with regard to the Notes. The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers Issuer initially appoint the Trustee appoints The Depository Trust Company (“DTC”) to act as Registrar, Paying Agent and the Securities Custodian Depositary with respect to the Global Securities.
Notes. The Issuer has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (b“Agent”) is hereby authorized to act in accordance with such letter and applicable procedures of DTC. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary. The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer, the Parent Guarantor or any of its domestically organized incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may beRegistrar, and delivered to the Trustee co-registrar or (ii) notification to the Trustee that transfer agent. Initially, the Trustee shall serve act as Registrar or and Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice regard to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08Notes.
Appears in 3 contracts
Samples: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities and as Registrar and Paying Agent with respect to the Definitive Securities.
(b) The Issuers Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.06. The Company Issuer or any of its domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent or Registrar. Upon any Event of Default as described in Section 6.01(e) or Section 6.01(f), the Trustee shall automatically be the Paying Agent.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.087.07.
Appears in 3 contracts
Samples: Indenture (Egalet Corp), Indenture (Egalet Us Inc.), Indenture (Egalet Corp)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) in the continental United States an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the “Securities Register”). The Issuers Issuer or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuer or any of its domestically wholly owned Subsidiaries organized Wholly Owned Subsidiaries in the United States may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar for the Securities at its corporate trust office in Dallas, Texas, and as Paying Agent or Registrar.
(c) for the Securities at its corporate trust office in Minneapolis, Minnesota. The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (ANTERO RESOURCES Corp), Indenture (ANTERO RESOURCES Corp), Indenture (ANTERO RESOURCES Corp)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as (i) Registrar, and Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its the Issuer’s domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (Affinion Loyalty Group, Inc.), Indenture (Affinion Loyalty Group, Inc.), Indenture (Watchguard Registration Services, Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the United States where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities. Upon written request from the Issuer or each time the register of Holders is amended, the Registrar shall provide the Issuer with a copy of the register of Holders.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.06. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall serve serve, to the extent it determines that it is able, as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 3 contracts
Samples: Indenture (CLARIVATE PLC), Indenture (Clarivate Analytics PLC), Indenture (CLARIVATE PLC)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries Subsidiary incorporated or organized within The United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) in connection with the Securities and the Trustee accepts such appointment as the initial Registrar and Paying Agent. The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Petroquest Energy Inc), Indenture (PetroQuest Energy, L.L.C.)
Registrar and Paying Agent. (a) The Issuers Company shall at all times maintain (i) in the continental United States an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) it shall likewise maintain an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The registrar, and the term “Paying Agent” includes the Paying Agent and any such additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securitiesagent.
(b) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent, subject to the provisions of Section 4.15, or as Registrar. Any Paying Agent or Registrar may resign as such upon 30 days’ prior written notice to the Company and the Trustee; upon resignation of any Paying Agent or Registrar, the Company shall appoint a successor Paying Agent or Registrar, as the case may be, complying with the requirements of this Section 2.03, no later than 30 days thereafter and shall provide notice to the Trustee of such successor Paying Agent or Registrar.
(c) The Issuers may remove any Company initially appoints The Bank of New York Mellon Trust Company, N.A. as Registrar or and Paying Agent upon written notice to such Registrar or Paying Agent and for the Securities at its Corporate Trust Office. The place of payment with respect to the Securities, in addition to the Corporate Trust Office of the Trustee; provided, howevershall be New York, that no New York, and at such removal shall become effective until (i) time, if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agentever, as the case may beSecurities are no longer represented by one or more Global Securities, the Company shall appoint and delivered maintain a Paying Agent in New York, New York, the intention of the Company being that, after giving effect to the procedures of the Depositary respecting payments on Global Securities, the Securities shall at all times be payable in New York, New York.
(d) The immunities, protections and exculpations available to the Trustee or (ii) notification under this Supplemental Indenture shall also be available to each Agent, and the Trustee that Company’s obligations under Section 7.07 to compensate and indemnify the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice extend likewise to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08each Agent.
Appears in 2 contracts
Samples: Amended First Supplemental Indenture (Key Energy Services Inc), First Supplemental Indenture (Key Energy Services Inc)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities and as Registrar and Paying Agent with respect to the Definitive Securities.
(b) The Issuers Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.06. The Company Issuer or any of its domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent or Registrar. Upon any Event of Default as described in Section 6.01(e) or Section 6.01(f), the Trustee shall automatically be the Paying Agent.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.087.07.
(d) The Issuer shall promptly deliver to the Trustee (and any Holder upon written request) following the end of each calendar year a written notice specifying the amount of original issue discount, if any, accrued on the outstanding Securities for the previous calendar year, including daily rates and accrual periods, and such other information relating to original issue discount as may be required under the Code and applicable regulations, as amended from time to time.
Appears in 2 contracts
Samples: Indenture (Blue Water Acquisition Corp.), Indenture (Vivus Inc)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, Paying Agent and the Securities Notes Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers Company may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its wholly owned domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (MULTI COLOR Corp), Indenture (MULTI COLOR Corp)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency (which may be the office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency (which may be the office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securitiesagent.
(b) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuers or any of its domestically organized Wholly Owned Subsidiaries Restricted Subsidiary incorporated or organized within the United States of America may act as Paying Agent Agent, Registrar, co-registrar or Registrartransfer agent.
(c) The Issuers may remove any initially appoint the Trustee as Registrar or and Paying Agent upon written notice to such Registrar or Paying Agent in connection with the Notes and as Notes Custodian with respect to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement Global Notes. The Company has entered into a letter of representations with the Depositary in the form provided by the Issuers Depositary and the Trustee and each Agent are hereby authorized to act in accordance with such successor Registrar or Paying Agentletter and Applicable Procedures.
(d) The Company shall be responsible for making calculations called for under the Notes and this Indenture, as the case may beincluding but not limited to determination of interest, redemption price, Applicable Premium, premium, if any, and delivered any other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee or (ii) notification to when requested by the Trustee, and the Trustee that is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee shall serve as Registrar or Paying Agent until forward the appointment Company’s calculations to any Holder of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time the Notes upon the written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08request of such Holder.
Appears in 2 contracts
Samples: Indenture (Shea Homes Limited Partnership), Indenture (Shea Homes Limited Partnership)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) or cause to be maintained an office or agency of a financial institution in the United States of America where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange (such institution, the “Registrar”), (b) and (ii) an office or agency where Securities may Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (such institution, the “Paying Agent”). The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the United States of America, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight and Section 4.06, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar, as an agent of the Issuer, shall keep a register register, including ownership, of the Securities Notes and of their transfer and exchange. The Issuers Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agentsagents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrars. The registrar and the term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers Issuer initially appoint appoints the Trustee as Registrar, Registrar and Paying Agent and until such time as the Securities Custodian with respect to the Global Securities.
(b) Trustee has resigned or a successor has been appointed. The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuers Issuer shall notify the Trustee Trustee, in advance, of the name and address of any such agentAgent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrarsuch.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Sotherly Hotels Lp), Indenture (Sotherly Hotels Lp)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”), which Registrar shall constitute a Security Register (as such term is defined in the Original Indenture) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Second Supplemental Indenture, which shall incorporate the terms of the TIATrust Indenture Act. The agreement shall implement the provisions of this Second Supplemental Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.076.7 of the Original Indenture. The Company or any of its domestically organized Wholly Owned organized, wholly owned Subsidiaries may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Securities. The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Globalstar, Inc.), Second Supplemental Indenture (Globalstar, Inc.)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Second Lien Trustee as Registrar, Paying Agent and the Securities Notes Custodian with respect to the Global SecuritiesNotes.
(b) Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the register for the Notes. Further, the Registrar(s) shall provide a copy of the register upon written request after any amendment has been made to the register(s).
(c) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Second Lien Trustee in writing of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Second Lien Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Parent or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(cd) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Second Lien Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Second Lien Trustee or (ii) notification to the Second Lien Trustee that the Second Lien Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Second Lien Trustee; provided, however, that the Second Lien Trustee may resign as Paying Agent or Registrar only if the Second Lien Trustee also resigns as Second Lien Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”)payment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agentsregistrar. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee in writing of the name and address of any each such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuers or any of its domestically organized Wholly Owned Subsidiaries Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuers initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoints the Trustee as the Registrar and Paying Agent or Registrar.
(c) The for the Notes and the Issuers may remove any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Ladder Capital Finance Corp), Indenture (Ladder Capital Corp)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) maintain, with respect to each Series of Notes, an office or agency where Securities Notes of such Series may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes of such Series may be presented for payment (the “Paying Agent”)) in the Borough of Manhattan, the City of New York. The Registrar shall keep a register (the “Note Register”) of the Securities each Series of Registered Notes and of their transfer and exchange. The Issuers Company may have appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The registrar and the term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as RegistrarRegistrar of Paying Agent, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may act as Paying Agent and the Securities Custodian or Registrar. The Company hereby appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Securities.
(b) Notes of each Series unless another Depositary is appointed prior to the time the Notes of that Series are first issued. The Issuers Company hereby appoints the Trustee the initial Registrar and Paying Agent for each Series unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time the Notes of that Series are first issued. The Company or any of its domestically organized Subsidiaries may act as Paying Agent or Registrar. The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent acting hereunder. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent for any Series of Notes upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i1) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i1) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trusteenotice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Debt Securities Indenture (Centene Corp), Debt Securities Indenture (Centene Corp)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”)payment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes Issuer shall advise the Paying Agent and in writing five Business Days prior to any additional paying agentsinterest payment date of any Additional Interest payable pursuant to the Registration Rights Agreement. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries Guarantor may act as Paying Agent or Registrar.
(c) The Issuers may remove any Agent, Registrar or transfer agent. The Issuer initially appoints Xxxxx Fargo Bank, National Association as Registrar, Paying Agent and Transfer Agent for the Notes. The Issuer may change any Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Cott Corp /Cn/), Indenture (Cott Corp /Cn/)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office one or agency more offices or agencies where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any each such agent, if not the Trustee. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.6. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Notes. The Issuers Issuer may remove change any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided. The Issuer will be responsible for making calculations called for under the Notes, howeverincluding but not limited to determination of redemption price, that premium, if any, and any additional amounts or other amounts payable on the Notes. The Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders and the Trustee. The Issuer will provide a schedule of its calculations to the Trustee may resign as Paying Agent or Registrar only if when requested by the Trustee, and the Trustee also resigns as Trustee in accordance with Section 7.08is entitled to rely conclusively on the accuracy of the Issuer’s calculations without independent verification.
Appears in 2 contracts
Samples: Indenture (CPG Newco LLC), Indenture (CPG Newco LLC)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange, which shall include the name, address for notices and Payment Account of the Holder and the payment election information, principal amount, term and interest rate for each Security (the “Securities Register”). The Issuers Company may have appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The registrar, and the term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that the Company shall promptly notify the Holders and the Trustee of the name and address of any Agent not a party to this Indenture. The Company itself may act as Registrar, Paying Agent and and/or Registrar. In the Securities Custodian with respect to event the Global Securities.
(b) The Issuers may Company uses any Agent other than the Company or the Trustee, the Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenturesuch Agent, which agreement shall incorporate the terms provisions of the TIATIA or provide that the duties performed thereunder are subject to and governed by the provisions of this Indenture. The Any such agreement shall implement or be subject to the provisions of this Indenture that relate to such agentAgent. The Issuers Company shall notify the Trustee of the name and address of any such agentAgent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such such, and shall be entitled to appropriate compensation therefor pursuant to in accordance with Section 7.077.7. The Company In no event shall the Trustee be liable for the acts or omissions of any of its domestically organized Wholly Owned Subsidiaries may act as predecessor Paying Agent or Registrar.
(cb) The Issuers may remove any Pursuant to Section 2.15, the Company shall serve as the initial Registrar or Paying Agent upon written notice to such Registrar or and Paying Agent and to as agent for service of notices and demands in connection with the Trustee; provided, however, that no Securities until such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, time as the case may be, and delivered to Company gives the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08contrary.
Appears in 2 contracts
Samples: Indenture (GWG Holdings, Inc.), Indenture (GWG Holdings, Inc.)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and (ii) an office or agency where Securities may be presented for payment (the “"Paying Agent”"). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in Chicago, Illinois. The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the "Securities Register"). The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “"Paying Agent" includes any additional paying agent and the term "Registrar” " includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.076.07. The Company or any of its domestically organized Wholly Owned organized, wholly owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Securities. The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Register”). The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The term “Paying Agent” includes Issuer initially appoints the U.S. Trustee as Registrar and Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to for the Global SecuritiesNotes, for which the U.S. Trustee shall be Custodian.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee Trustees in writing of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the U.S. Trustee shall act as such and shall be entitled to appropriate compensation and indemnification therefor pursuant to Section 7.077.7. The Company Issuer or any of its domestically organized Wholly Owned wholly owned Subsidiaries may act as Paying Agent (prior to an Event of Default), Registrar, co-registrar or Registrartransfer agent.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the TrusteeTrustees; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee Trustees and the passage of any waiting or notice periods required by the procedures of the Depositary or (ii) written notification to the Trustee Trustees that the U.S. Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon 30 days’ written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08Trustees.
Appears in 2 contracts
Samples: Indenture (Open Text Corp), Indenture (Open Text Corp)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint the Trustee appoints The Depository Trust Company (“DTC”) to act as Registrar, Paying Agent and the Securities Custodian Depositary with respect to the Global Securities.
Notes. The Issuer has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (b“Agent”) is hereby authorized to act in accordance with such letter and applicable procedures of DTC. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary. In connection with any proposed transfer outside the book-entry only system, the Issuer, the Holder or DTC shall, to the extent required by applicable tax law, provide or cause to be provided to the Trustee all information that is (i) in their possession, (ii) specifically requested by the Trustee in sufficient detail to permit compliance with such request and (iii) necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Issuers Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Issuer may enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar. Initially, the Trustee will act as Registrar and Paying Agent or Registrar.
(c) with regard to the Notes. The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the “Securities Register”). The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agentsregistrar. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any each such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company or any of its domestically wholly owned Subsidiaries organized Wholly Owned Subsidiaries in the United States may act as Paying Agent, Registrar or transfer agent. The Issuers initially appoint the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Securities. The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Colt Defense Technical Services LLC), Indenture (Colt Finance Corp.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such Registrar and Paying Agent and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (GeoEye, Inc.), Indenture (GeoEye License Corp.)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) in New York, New York an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the “Securities Register”). The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agentsregistrar. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIATIA to the extent required. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any each such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuers or any of its domestically their wholly owned Subsidiaries organized Wholly Owned Subsidiaries in the United States may act as Paying Agent, Registrar or transfer agent. The Issuers initially appoint the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Securities. The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (FriendFinder Networks Inc.), Indenture (FriendFinder Networks Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”) which, for so long as required by any national securities exchange (whether or not the Issuer has any securities listed on such exchange), shall be in the Borough of Manhattan, the City of New York, the State of New York. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries organized in the United States may act as Registrar or Paying Agent or RegistrarAgent.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Registrar or Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the United States where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Notes and (ii) the Securities Notes Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Delta Tucker Holdings, Inc.), Indenture (Worldwide Recruiting & Staffing Services LLC)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities and as Registrar and Paying Agent with respect to the Definitive Securities.
(b) The Issuers Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.06. The Company Issuer or any of its domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent or Registrar. Upon any Event of Default as described in Section 6.01(e), Section 6.01(f) or Section 6.01(g), the Trustee shall automatically be the Paying Agent.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.087.07.
(d) The Issuer shall promptly deliver to the Trustee (and any Holder upon written request) following the end of each calendar year a written notice specifying the amount of original issue discount, if any, accrued on the outstanding Securities for the previous calendar year, including daily rates and accrual periods, and such other information relating to original issue discount as may be required under the Code and applicable regulations, as amended from time to time.
Appears in 2 contracts
Samples: Indenture (Aquestive Therapeutics, Inc.), Indenture (Aquestive Therapeutics, Inc.)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency for each series where Securities of such series may be presented for registration of transfer or for exchange (the “"Registrar”") and (ii) an office or agency where Securities of such series may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities of such series and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying agents. The term “"Paying Agent" includes any additional paying agent, and the term "Registrar” " includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian (as defined in the Appendix) with respect to the Global Securities.
Securities (b) as defined in the Appendix). The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuers or any of its their domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent or Registrar.
(c) . The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i1) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i1) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trusteenotice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Jones Apparel Group Inc), Indenture (Jones Apparel Group Inc)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”)payment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee as the Registrar and Paying Agent or Registrar.
(c) The Issuers for the Notes and the Issuer may remove any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (H. J. Heinz Corp II), Indenture (Essar Steel Canada Inc.)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the “Note Register”). The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.6. The Company or any of its domestically organized Wholly incorporated Wholly-Owned Subsidiaries may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Securities. The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided. The Company shall be responsible for making calculations called for under the Securities, howeverincluding but not limited to determination of redemption price, that premium, if any, and any additional amounts or other amounts payable on the Securities. The Company will make the calculations in good faith. The Company will provide a schedule of its calculations to the Trustee may resign as Paying Agent or Registrar only if when requested by the Trustee, and the Trustee also resigns as is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee in accordance with Section 7.08shall forward the Company’s calculations to any Holder upon the written request of such Holder.
Appears in 2 contracts
Samples: Indenture (Pico Holdings Inc /New), Indenture (UCP, Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) ), an office or agency in the Borough of Manhattan, City of New York, where Securities Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes (“Note Register”) and of their transfer and exchange. The Issuers Issuer may have appoint one or more co-registrars registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrars. The registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee as Registrar, Paying Agent in writing of the name and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may enter into an appropriate agency agreement with address of any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07such. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent, Transfer Agent or Registrar.
. The Issuer initially appoints The Depository Trust Company (c“DTC”) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and act as Depositary with respect to the Trustee; providedGlobal Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank Trust Company, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor National Association to act as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as Registrar and Transfer Agent for the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08Notes.
Appears in 2 contracts
Samples: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as (i) Registrar, and Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers Issuer may change any Paying Agent or Registrar without any prior notice to any Holder. The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer shall notify the Trustee of the name and address of any such agent. The Issuer or any of its domestically organized Wholly Owned the Issuer’s Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that that, unless the Issuer has appointed a Paying Agent and Registrar other than the Trustee, the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Capmark Finance Inc.), Indenture (Capmark Finance Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) in the continental United States an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Securities Register”). The Issuers Parent Guarantor or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Parent Guarantor or any of its domestically wholly-owned Restricted Subsidiaries organized Wholly Owned Subsidiaries in the United States may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar for the Notes at its corporate trust office in the United States, and as Paying Agent or Registrar.
(c) for the Notes at its corporate trust office in the United States. The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Ultra Petroleum Corp), Exchange Agreement (Ultra Petroleum Corp)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “Registrar”) and (ii) an office or agency in the United States where Securities Notes may be presented for payment (the “Paying Agent”). The Issuer initially appoints MUFG Union Bank, N.A. as the Registrar and to act as Notes Custodian with respect to the Notes and MUFG Union Bank, N.A. hereby accepts such appointment. The Issuer initially appoints MUFG Union Bank, N.A. as the Paying Agent and MUFG Union Bank, N.A. hereby accepts such appointment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange and, upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of such register to enable them to maintain a register of the Notes at their registered offices. The Issuers Issuer may have appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint Issuer may change the Paying Agent, Registrar or co-registrar without prior notice to any Holder. The Issuer shall notify the Trustee as Registrar, Paying Agent in writing and the Securities Custodian with respect Trustee shall notify the Holders of the name and address of any Agent not a party to the Global Securities.
(b) this Indenture. The Issuers Issuer or any of its Restricted Subsidiaries may act as Paying Agent, Registrar or co-registrar. The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture hereof that relate to such agentAgent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any such agentAgent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such such, and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.087.6.
Appears in 2 contracts
Samples: Indenture (Mattel Inc /De/), Indenture (Mattel Inc /De/)
Registrar and Paying Agent. (a) The Issuers the Company shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Notes and (ii) the Securities Notes Custodian with respect to the Global SecuritiesExchange Notes (as defined in the Appendix).
(b) The Issuers may the Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.079.07. The Company or any of its domestically organized Wholly Owned Restricted Subsidiaries (other than any member of the BCI Group) may act as Paying Agent or Registrar.
(c) The Issuers the Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.089.08.
Appears in 2 contracts
Samples: Indenture (Broadwing Communications Inc), Indenture (Broadwing Inc)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The City of New York. The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the “Note Register”). The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.6. The Company or any of its domestically organized Wholly incorporated Wholly-Owned Subsidiaries may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Securities. The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Smithfield Foods Inc), Indenture (Brunswick Corp)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA,. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Berry Global Group Inc), Indenture (Berry Global Group Inc)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for transfer or exchange (the “Transfer Agent”) or, subject to Section 2 of the Notes, for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional transfer agents and paying agents. The terms “Paying Agent” and “Transfer Agent” include any additional paying agent or transfer agent, as applicable, and the term “Registrar” includes any co-registrars. The term “Issuers initially appoint Elavon Financial Services DAC, U.K. Branch, who accepts such appointment, as Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee Elavon Financial Services DAC., who accepts such appointments, as Registrar, Paying Agent Registrar and the Securities Custodian with respect to the Global SecuritiesTransfer Agent.
(b) The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.
(c) The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuers shall notify the Trustee Trustee, in advance, of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Issuers shall deliver copies of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrarsuch agency agreement promptly to the Trustee.
(cd) The Issuers may remove change any Registrar or Registrar, Paying Agent or Transfer Agent (or the location of any of the foregoing) upon written notice to such Registrar Registrar, Paying Agent or Paying Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar Registrar, Paying Agent, or Paying Transfer Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall shall, to the extent that the Trustee determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above. The Registrar Registrar, Paying Agent or Paying Transfer Agent may resign at any time upon by providing 30 days’ written notice to the Issuers Issuer and the Trustee; provided. For so long as the Notes are admitted to the Official List of Euronext Dublin and for trading on its Global Exchange Market and the rules of such exchange so require, howeverthe Issuers will deliver a notice of any change of paying agent, registrar or transfer agent to Euronext Dublin through its online portal, Euronext Direct (or its successor, if any). The Issuers acknowledge that the Trustee may resign is presently unable to serve as Paying Agent, Transfer Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08and Registrar.
Appears in 2 contracts
Samples: Fifteenth Supplemental Indenture (MPT Operating Partnership, L.P.), Supplemental Indenture (MPT Operating Partnership, L.P.)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the United States where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities.
(b) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Holdings or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Gates Global Inc.), Indenture (Gates Engineering & Services FZCO)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) in the continental United States an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) the Company shall maintain in New York, New York an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the “Securities Register”). The Issuers Company or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company or any of its domestically organized Wholly Owned Subsidiaries may act initially appoints the Trustee as Registrar and as Paying Agent or Registrar.
(c) for the Securities at its corporate trust office in New York, New York, which, on the date hereof, is located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, in Xxx Xxxx, Xxx Xxxx, 00000. The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (CONSOL Energy Inc), Indenture (CONSOL Energy Inc)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) in the Borough of Manhattan, The City of New York, an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agentsregistrar. The Issuers initially appoint shall advise the Trustee as Registrar, Paying Agent and the Securities Custodian with respect in writing prior to any interest payment date of any Special Interest payable to pursuant to the Global Securities.
(b) Registration Rights Agreement. The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any each such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuer or any of its domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent or Registrar.
(c) . The Issuers initially appoint the Trustee as Registrar and Paying Agent for the Notes. The Issuers may remove change any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Northern Tier Energy LLC), Indenture (Northern Tier Energy, Inc.)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the United States where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities.
(b) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which which, subject to Section 1.03, shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Safeway Stores 42, Inc.), Indenture (Albertsons Companies, Inc.)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and (ii) an office or agency where Securities may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities (the "Security Register") and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents; provided, however, that so long as U. S. Trust Company of Texas, N.A. shall be the Trustee, without the consent of the Trustee, there shall be no more than one Registrar or Paying Agent. The term “Registrar” includes any co-registrars. The term “"Paying Agent” " includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) in connection with the Securities. The Issuers may remove any Registrar or Paying Agent Company may, upon written notice to such the Trustee, change the designation of the Trustee as Registrar or Paying Agent and appoint another Person to act as Registrar for purposes of this Indenture except that, for the Trustee; providedpurposes of Article 3, howeverArticle 12 and Sections 4.07 and 4.09, that no none of the Company, any Guarantor, any Restricted Subsidiary or any Affiliate of the Company or of any Guarantor shall act as Paying Agent. If any Person other than the Trustee acts as Registrar, the Trustee shall have the right at any time, upon reasonable notice, to inspect or examine the Security Register and to make such removal inquiries of the Registrar as the Trustee shall become effective until (i) if applicablein its discretion deem necessary or desirable in performing its duties hereunder. Upon surrender for registration of transfer of any Security at an office or agency of the Company designated for such purpose, acceptance the Company shall execute, and the Trustee shall authenticate and deliver, in the name of an appointment by a successor the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of like tenor and aggregate principal amount, all as evidenced by an appropriate agreement entered into requested by the Issuers and such successor Registrar transferor. Every Security presented or Paying Agentsurrendered for registration of transfer or for exchange shall (if so required by the Company, as the case may be, and delivered to the Trustee or (iithe Registrar) notification be duly endorsed, or be accompanied by a duly executed instrument of transfer in form satisfactory to the Trustee that Company, the Trustee shall serve as Registrar and the Registrar, by the Holder thereof or Paying Agent until the appointment of a successor such Holdxx'x xttorney duly authorized in accordance with clause (i) abovewriting. The Registrar or Paying Agent may resign at any time upon written notice Company initially appoints the Depository Trust Company ("DTC") to act as the Depositary with respect to the Issuers and Global Securities. Cede & Co. has been appointed as the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08nominee of DTC.
Appears in 2 contracts
Samples: Indenture (Nabors Industries Inc), Indenture (Trend Drilling Co)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, (a) Registrar and Paying Agent in connection with the Securities and (b) the Securities Custodian with respect to the Global Securities.
(b) . The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuers or any of its their domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent or Registrar.
(c) . The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i1) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i1) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trusteenotice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Jones Group Inc), Indenture (JAG FOOTWEAR, ACCESSORIES & RETAIL Corp)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in New York, New York. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.078.7. The Company or any of its domestically the Company’s Restricted Subsidiaries organized Wholly Owned Subsidiaries in the United States may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Securities. The Issuers Company may remove any Registrar or Paying Agent without notice to any Holder upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange, which shall include the name, address for notices and Payment Account of the Holder and the payment election information, principal amount, term and interest rate for each Security (the “Securities Register”). The Issuers Company may have appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The registrar, and the term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that the Company shall promptly notify the Holders and the Trustee of the name and address of any Agent not a party to this Indenture. The Company may act as Registrar, Paying Agent and and/or Registrar. In the Securities Custodian with respect to event the Global Securities.
(b) The Issuers may Company uses any Agent other than the Company or the Trustee, the Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenturesuch Agent, which agreement shall incorporate the terms provisions of the TIATIA or provide that the duties performed thereunder are subject to and governed by the provisions of this Indenture. The agreement shall implement or be subject to the provisions of this Indenture that relate to such agentAgent. The Issuers Company shall notify the Trustee of the name and address of any such agentAgent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such such, and shall be entitled to appropriate compensation therefor pursuant to in accordance with Section 7.077.7 hereof. The Company In no event shall the Trustee be liable for the acts or omissions of any of its domestically organized Wholly Owned Subsidiaries may act as predecessor Paying Agent or Registrar.
(cb) The Issuers may remove any Registrar or Paying Pursuant to Section 2.15, the Company hereby appoints the Servicing Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, initial Registrar and delivered to as agent for service of notices and demands in connection with the Securities. The Servicing Agent shall act as Registrar and agent for service of notices and demands in connection with the Securities until such time as the Company gives the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and contrary. Also pursuant to Section 2.15, the Trustee; providedCompany hereby appoints BOKF, however, that NA dba Bank of Oklahoma as the Trustee may resign as initial Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08Agent.
Appears in 2 contracts
Samples: Indenture (Aspirity Holdings LLC), Indenture (Twin Cities Power Holdings, LLC)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) or cause to be maintained an office or agency where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (iic) notices and demands to or upon the Issuers in respect of the Notes and this Indenture (other than notices and demands of the type contemplated by Section 12.09 of this Indenture) may be served. The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of the obligation to maintain or cause to be maintained an office or agency where Securities for such purposes. The Issuers may be presented for payment (the “act as Registrar or Paying Agent”), except that for the purposes of Articles 3 and 9 and Sections 4.07 and 4.11, neither the Issuers nor any Affiliate of the Issuers shall act as Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuers, upon written notice to the Trustee, may have one or more co-registrars and one or more additional paying agentsPaying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrars. The registrar, and the term “Paying Agent” includes the Paying Agent and any additional paying agentsPaying Agent. The Issuers initially appoint appoints the Trustee as Registrar, Registrar and Paying Agent and until such time as the Securities Custodian with respect to the Global Securities.
(b) Trustee has resigned or a successor has been appointed. The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuers shall notify the Trustee in writing, in advance, of the name and address of any such agentAgent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrarsuch.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (JBS Holding Luxembourg S.A R.L.), Indenture (JBS Holding Luxembourg S.A R.L.)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency (which shall be located in the Borough of Manhattan in the City of New York, State of New York) where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes (the “Register”) and of their transfer and exchange. The Issuers Company may have appoint one or more co-registrars Registrars and one or more additional paying agents. The term “Registrar” includes any co-registrarsPaying Agents for the Notes. The term “Paying Agent” includes the Paying Agent and any additional paying agentsagent and the term “Registrar” includes any additional registrar. The Issuers initially appoint Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company will cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee as Registrar, an instrument in which such Paying Agent and shall agree with the Securities Custodian with respect Trustee, subject to the Global Securities.
(b) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture Section, that relate such Paying Agent will:
(1) hold all sums held by it for the payment of the principal of and premium, if any, or interest (including Additional Interest, if any) on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such agentPersons or otherwise disposed of as provided in this Indenture;
(2) give the Trustee notice of any Default by the Company in the making of any payment of principal and premium, if any, or interest (including Additional Interest, if any); and
(3) at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuers Company shall notify give prompt written notice to the Trustee of the name and address of any such agentPaying Agent who is not a party to this Indenture. If the Issuers fail Company fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07such. The Company or any Affiliate of its domestically organized Wholly Owned Subsidiaries the Company may act as Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal none of the Company, its subsidiaries or the Affiliates of the foregoing shall become effective until act:
(i) if applicableas Paying Agent in connection with redemptions, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers offers to purchase and such successor Registrar or Paying Agentdischarges, as the case may beotherwise specified in this Indenture, and delivered to the Trustee or and
(ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if a Default or Event of Default has occurred and is continuing. The Company hereby initially appoints the Trustee also resigns as Trustee in accordance with Section 7.08Registrar and Paying Agent for the Notes.
Appears in 2 contracts
Samples: Indenture (Ciphergen Biosystems Inc), Exchange and Redemption Agreement (Ciphergen Biosystems Inc)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”), which, for as long as required by any national securities exchange (whether or not the Issuer has any securities listed on such exchange), shall be in the Borough of Manhattan, the City of New York, the State of New York. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Issuer initially appoint appoints the Trustee as Registrar, (i) Registrar and Paying Agent in connection with the Notes and (ii) the Securities Custodian with respect to the Global SecuritiesNotes.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries organized in the United States may act as Registrar or Paying Agent or RegistrarAgent.
(c) The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Registrar or Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.)
Registrar and Paying Agent. (a) The Issuers Company shall appoint and maintain (i) an office or agency in The City of New York, where First Priority Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in The City of New York, where First Priority Securities may be presented for payment (the “Paying Agent”)) and where notices and demands to or upon the Company in respect of this First Priority Indenture, the First Priority Securities, and the other First Priority Documents may be served, and the Company hereby agrees that service of such notices and demands at such office is sufficient for all purposes. The Registrar shall keep a register of the First Priority Securities and of their transfer and exchange. The Issuers Company may have appoint one or more co-registrars Registrars and one or more additional paying agentsPaying Agents (each such co-Registrar and additional Paying Agent having an office in The City of New York) and may designate a Paying Agent as Principal Paying Agent (the “Principal Paying Agent”) under this First Priority Indenture and the First Priority Securities. The term “Registrar” includes any co-registrars. The term Registrar and the terms “Paying Agent” includes the and “Principal Paying Agent” include any additional Paying Agent and any additional paying agentsor Principal Paying Agent, as applicable. The Issuers initially appoint Company may at any time change any Paying Agent or Registrar upon advance written notice to the Trustee First Priority Indenture Trustee; provided, however, that neither the Company nor any of its Subsidiaries or Affiliates may act as a Paying Agent, Principal Paying Agent, Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agentco-Registrar. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the First Priority Indenture Trustee shall be automatically authorized to act as such for all purposes hereunder and under the other First Priority Documents.
(b) The Company initially appoints the First Priority Indenture Trustee as Registrar, as Securities Custodian with respect to the Global First Priority Securities, and as Principal Paying Agent, and such appointments shall be entitled to appropriate compensation therefor pursuant to Section 7.07remain effective until successors are appointed in accordance herewith. The Company or any of its domestically organized Wholly Owned Subsidiaries may act initially appoints DTC as Paying Agent or RegistrarDepositary with respect to the Global First Priority Securities, and such appointment shall remain effective until a successor is appointed in accordance herewith.
(c) The Issuers may remove Company shall enter into an appropriate written agency agreement with any Registrar or Paying Agent upon written notice not a party to this First Priority Indenture, which agreement shall implement the provisions of this First Priority Indenture that relate to such Registrar or Paying Agent Agent, and shall furnish a copy of each such agreement to the First Priority Indenture Trustee. The Company shall promptly notify the First Priority Indenture Trustee in writing of the name and address of any such Agent.
(d) The First Priority Indenture Trustee is authorized to enter into a letter of representation with DTC in the form provided to the First Priority Indenture Trustee by the Company and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor act in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08such letter.
Appears in 2 contracts
Samples: Indenture (Satelites Mexicanos Sa De Cv), Indenture (Satelites Mexicanos Sa De Cv)
Registrar and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers Company initially appoint appoints the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers Company may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
(d) Except as the Company and the Trustee may agree otherwise agree, the Company shall promptly file with the Trustee following the end of each calendar year a written notice specifying the amount of original issue discount accrued on the Outstanding Securities for the previous calendar year, including daily rates and accrual periods, and such other information relating to original issue discount as may be required under the Internal Revenue Code of 1986 and applicable regulations, as amended from time to time.
Appears in 2 contracts
Samples: Indenture (RBS Global Inc), Indenture (RBS Global Inc)
Registrar and Paying Agent. (a) The Issuers shall maintain (i) or cause to be maintained an office or agency where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (iic) notices and demands to or upon the Issuers in respect of the Notes and this Indenture (other than notices and demands of the type contemplated by Section 13.09 of this Indenture) may be served. The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of the obligation to maintain or cause to be maintained an office or agency where Securities for such purposes. The Issuers may be presented for payment (the “act as Registrar or Paying Agent”), except that for the purposes of Articles 3 and 9 and Section 4.07, neither the Issuers nor any Affiliate of the Issuers shall act as Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuers, upon written notice to the Trustee, may have one or more co-registrars and one or more additional paying agentsPaying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrars. The registrar, and the term “Paying Agent” includes the Paying Agent and any additional paying agentsPaying Agent. The Issuers initially appoint appoints the Trustee as Registrar, Registrar and Paying Agent and until such time as the Securities Custodian with respect to the Global Securities.
(b) Trustee has resigned or a successor has been appointed. The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuers shall notify the Trustee in writing, in advance, of the name and address of any such agentAgent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrarsuch.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (JBS Holding Luxembourg S.A R.L.), Indenture (JBS Holding Luxembourg S.A R.L.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”)payment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee as the Registrar and Paying Agent for the Notes. The Issuer may change any Registrar, Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent transfer agent without prior notice to the Holders, but upon written notice to such Registrar or Registrar, Paying Agent or transfer agent, as applicable, and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar Registrar, Paying Agent or Paying Agenttransfer agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Registrar, Paying Agent or transfer agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Registrar, Paying Agent or transfer agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (Blue Coat, Inc.), Indenture (Surgery Partners, Inc.)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes Issuer shall advise the Paying Agent and in writing five Business Days prior to any additional paying agentsinterest payment date of any Additional Interest payable to pursuant to the Registration Rights Agreement. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuer or any of its domestically organized Wholly Owned Subsidiaries Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent or Registrar.
(c) for the Notes. The Issuers Issuer may remove change any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (ExamWorks Group, Inc.), Indenture (Bankrate, Inc.)
Registrar and Paying Agent. (ai) The Issuers shall will maintain (i) an office one or agency where Securities may more Paying Agents for the Notes. The initial Paying Agent will be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment Global Loan Agency Services Limited (the “Paying Agent”). The Issuers will also maintain one or more registrars (each, a “Registrar”) and a transfer agent (the “Transfer Agent”). The initial Registrar and Transfer Agent will be GLAS Americas LLC. Subject to any applicable laws and regulations, the Registrar shall keep a register (the “Register”) reflecting ownership of the Securities Notes outstanding from time to time and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Global Loan Agency Services Limited, in its capacity as Paying Agent” includes the Paying Agent , and any additional paying agents. The Issuers initially appoint the Trustee GLAS Americas LLC in its capacity as RegistrarRegistrar and Transfer Agent, Paying Agent and the Securities Custodian with respect to the Global Securitieshereby accept such appointment.
(bii) The Issuers may shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The Such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail fails to maintain a Registrar or Paying Agent, the Trustee shall act may act, or may arrange for appropriate parties to act, as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.06. The Company Each Issuer or any of its domestically organized Wholly Owned Subsidiaries other Restricted Subsidiary may act as Paying Agent or RegistrarRegistrar in respect of the Notes.
(ciii) The Issuers may remove change any Registrar Registrar, Paying Agent or Paying Transfer Agent upon written notice to such Registrar Registrar, Paying Agent or Paying Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar Registrar, Paying Agent, or Paying Transfer Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall shall, to the extent that the Trustee determines that it is able and agrees to, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above. The Registrar Registrar, any Paying Agent or Paying the Transfer Agent may resign at any time upon by providing 30 days’ written notice to the Issuers and the Trustee. If a successor Paying Agent, Registrar or Transfer Agent does not take office within 30 days after the retiring Paying Agent, Registrar or Transfer Agent, as the case may be, resigns or is removed the retiring Paying Agent, Registrar or Transfer Agent, as the case may be, may (after consulting with the Issuers) appoint a successor Paying Agent, Registrar or Transfer Agent, as applicable, at any time prior to the date on which a successor Paying Agent, Registrar or Transfer Agent takes office; providedprovided that such appointment is reasonably satisfactory to the Issuers. If the successor Agent does not deliver its written acceptance within 30 days after the retiring Agent resigns or is removed, howeverthe retiring Agent, that the Trustee Issuers or the Holders of 10% in principal amount of the outstanding Notes under this Indenture may, at the expense of the Issuers, petition any court of competent jurisdiction for the appointment of a successor Agent. In addition, for so long as Notes are listed on the Global Exchange Market of Euronext Dublin and the rules thereof so require, the Issuers will publish notice of any change of Paying Agent, Registrar or Transfer Agent in a daily newspaper with general circulation in Ireland (which is expected to be The Irish Times). Such notice of the change in a Paying Agent, Registrar or Transfer Agent may resign as Paying Agent or Registrar only if also be published on the Trustee also resigns as Trustee official website of Euronext Dublin (xxx.xxxxxxxx.xxx/xx/xxxxxxx/xxxxxx) in accordance with Section 7.08lieu of publication in a daily newspaper, to the extent and in the manner permitted by the rules of the Global Exchange Market of Euronext Dublin.
Appears in 2 contracts
Samples: Indenture (Ferroglobe PLC), Indenture (Ferroglobe PLC)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and ), (ii) an office or agency where Securities Notes may be presented for payment and (iii) upon issuance of Definitive Notes, an office or agency where Definitive Notes may be presented for payment to the “Luxembourg Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. At the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders. The Issuers Issuer may have appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The registrar and the term “Paying Agent” includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as RegistrarRegistrar or Paying Agent, the Trustee shall act as such. The Issuer, the Company or any of its Subsidiaries may act as Paying Agent or Registrar to the extent permitted under applicable laws or regulations. The Issuer shall notify the Trustee and the Securities Custodian with respect Trustee shall notify the Holders of the name and address of any Agent not a party to the Global Securities.
(b) this Indenture. The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms provisions of the TIA. The agreement shall implement the provisions of this Indenture and the Notes that relate to such agentAgent. The Issuers Issuer shall notify the Trustee of the name and address of any such agentAgent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such such, and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
(c) The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.087.7 hereof. The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent. If and so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and are admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and the rules of such stock exchange so require, the Issuer shall appoint BNP Paribas Securities Services, or such other Person located in Luxembourg and reasonably acceptable to the Trustee (reasonableness to be determined objectively), as the Luxembourg paying and transfer agent (together with its successor in such capacity, the “Luxembourg Paying Agent”). The Issuer initially appoints DTC to act as the Depositary with respect to the Global Notes.
Appears in 2 contracts
Samples: Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) in the continental United States an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) ), and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrarsregistrar. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities.
(b) The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company Issuer or any of its domestically wholly owned Subsidiaries organized Wholly Owned Subsidiaries in the United States may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar for the Notes and as Paying Agent or Registrar.
(c) for the Notes at its corporate trust office in Minneapolis, Minnesota. The Issuers Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.
Appears in 2 contracts
Samples: Indenture (ANTERO RESOURCES Corp), Indenture (ANTERO RESOURCES Corp)
Registrar and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and (ii) an office or agency where Securities may be presented for payment (the “"Paying Agent”"). The Issuer shall cause each of the Registrar and the Paying Agent to maintain an office or agency in Wilmington, Delaware. The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the "Note Register"). The Issuers Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “"Paying Agent” " includes the Paying Agent and any additional paying agentsagent. The Issuers initially appoint the Trustee as Registrar, Paying Agent and the Securities Custodian Any transfer of a Security shall be effective only upon appropriate entries with respect thereto being made in the Note Register. Any assignment or transfer of all or part of a Security shall be registered on the Note Register only upon surrender for registration of assignment or transfer of the Security, accompanied by a duly executed form of assignment, and thereupon one or more new Securities shall be issued to the Global Securitiesdesignated transferee. Any Security surrendered pursuant to this Section 2.3 shall be returned by the Registrar to the Issuer marked "cancelled.
(b) " The Issuers may Issuer shall enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers Issuer shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. The Company or any of its domestically organized Wholly Owned Subsidiaries Issuer may act as Paying Agent Agent, Registrar, co-registrar or Registrar.
(c) transfer agent. The Issuers may remove any Issuer initially appoints the Trustee as Registrar or and Paying Agent upon written notice to such Registrar or Paying Agent and to for the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08Securities.
Appears in 2 contracts
Samples: Indenture (Hanover Compressor Co /), Indenture (Hanover Compressor Co /)