Common use of Replacement Securities Clause in Contracts

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 2 contracts

Samples: First Supplemental Indenture (Airtran Holdings Inc), Supplemental Indenture (Airtran Holdings Inc)

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Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an a Company Order of the Company (which the Company agrees to deliver promptlywithout unreasonable delay), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof4, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.10, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 2.10 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.10 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 2 contracts

Samples: Rambus Inc, Indenture (Rambus Inc)

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction Holder of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee a Security claims that such Security has been acquired by a bona fide lost, destroyed or protected purchaserstolen, the Company shall issue, issue and the Trustee shallshall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, upon receipt of such Holder shall furnish an Order indemnity bond sufficient in the judgment of the Company (and the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Company agrees to deliver promptly), authenticate and deliver, Trustee may charge the Holder for their expenses in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen replacing a Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be repurchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase repurchase such Security, as the case may be, Security in accordance herewithcash in an amount equal to its principal amount plus any accrued and unpaid interest thereon. Upon the issuance of any new Securities under this Section 2.062.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.07 in exchange for any mutilated Security, or in lieu of any mutilated, destroyed, lost or stolen Security Security, shall constitute an original additional contractual obligation of the CompanyCompany and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 2 contracts

Samples: Indenture (American Realty Capital Properties, Inc.), Indenture (CapLease, Inc.)

Replacement Securities. If (a) any mutilated Security is surrendered to the Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee and the Company, a Registrar to the effect that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security if the Trustee's requirements are met. If required by the Trustee or (b) the Company, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee, to protect the Company, the Registrar Trustee or any Agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge such Holder for their satisfaction of the destruction, loss or theft of any expenses in replacing a Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses upon satisfaction of the Trustee or conditions set forth in the Registrar) in connection therewithpreceding paragraph. Every new Security issued pursuant to this Section 2.06 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 2 contracts

Samples: Expressjet Holdings Inc, Expressjet Holdings Inc

Replacement Securities. If (a) any mutilated Security is Securities are surrendered to the Company, a Registrar Trustee or the Trustee, Issuers or (b) if the Company, Holder of a Security claims that the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide lost, destroyed or protected purchaserwrongfully taken, the Company shall issue, Issuers will issue and the Trustee shallTrustee, upon receipt of an Order Authentication Order, will authenticate a replacement Security if the Holder satisfies any reasonable requirements of the Company (which Trustee and the Company agrees Issuers. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to deliver promptly)protect the Issuers, authenticate the Trustee, any Agent and deliver, any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Issuers and the Trustee may charge the Holders for each of its expenses in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen replacing a Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost lost, or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company Issuers in its their sole discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.062.07, the Company Issuers may require the payment of a sum sufficient to cover any tax, assessment assessment, fee or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.07 in exchange for any mutilated Security or in lieu of any mutilated, destroyed, lost lost, or stolen Security shall will constitute an original additional contractual obligation of the CompanyIssuers, whether or not the mutilated, destroyed, lost lost, or stolen Security shall be at any time enforceable by anyone, and shall will be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, or stolen Securities.

Appears in 2 contracts

Samples: Global Security (Radio One, Inc.), Indenture (Radio One, Inc.)

Replacement Securities. If (a) any a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, a Registrar or such Holder shall furnish an indemnity bond sufficient in the Trustee, or (b) judgment of the Company and the Trustee to protect the Company, the Registrar and Guarantors, the Trustee receive evidence to their satisfaction of Trustee, the destruction, loss or theft of any Security, and, in either case, there is delivered to the CompanyPaying Agent, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each any co-registrar from any loss which any of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such may suffer if a Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingis replaced. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereofCompany, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.062.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 2 contracts

Samples: Supplemental Indenture (Grey Wolf Inc), Di Industries Inc

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the TrusteeHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Registrar Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge for their satisfaction expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the destruction, loss original Security in lieu of which such replacement Security was issued presents for payment or theft of any registration such original Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice provided therefor to the Companyextent of any loss, such Registrar damage, cost or expense incurred by the Trustee or the Trustee that such Company in connection therewith. Every replacement Security has been acquired by is a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order contractual obligation of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingCompany. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Appears in 2 contracts

Samples: Reconciliation And (Nabors Industries LTD), Reconciliation And (Nabors Industries LTD)

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the TrusteeHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Registrar Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge for their satisfaction expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the destruction, loss original Security in lieu of which such replacement Security was issued presents for payment or theft of any registration such original Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice provided therefor to the Companyextent of any loss, such Registrar damage, cost or expense incurred by the Trustee or the Trustee that such Company in connection therewith. Every replacement Security has been acquired by is a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order contractual obligation of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingCompany. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Appears in 2 contracts

Samples: Nabors Industries LTD, Nabors Industries LTD

Replacement Securities. If (a) any mutilated Security is ---------------------------------- surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Greater Bay Bancorp

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the TrusteeHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Xxxxxxxxx does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Registrar Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge for their satisfaction expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the destruction, loss original Security in lieu of which such replacement Security was issued presents for payment or theft of any registration such original Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice provided therefor to the Companyextent of any loss, such Registrar damage, cost or expense incurred by the Trustee or the Trustee that such Company in connection therewith. Every replacement Security has been acquired by is a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order contractual obligation of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingCompany. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Nabors Industries LTD

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive receives evidence to their its satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by the Company pursuant to Article 3 hereof3, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Cubist Pharmaceuticals Inc

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the TrusteeHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Registrar Trustee, the Paying Agent and the Trustee receive evidence to their satisfaction Registrar from any loss which any of the destruction, loss or theft of any Securitythem may suffer if a Security is replaced, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar any Subsidiary Guarantor or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shallexecute and, upon receipt of an Order of a Company Order, the Company (which the Company agrees to deliver promptly), Trustee shall authenticate and delivermake available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.06Section, the Company may require the payment of that such Holder pay a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, any Subsidiary Guarantor (if applicable) and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Carrols Corp)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Issuer and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Issuer or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company Issuer shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company Issuer pursuant to Article 3 Articles 15 or 16 hereof, the Company Issuer in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company Issuer may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Lin Television Corp

Replacement Securities. If (a) any a defaced or mutilated Security of any series is surrendered to the CompanyTrustee or if a Holder claims that its Security of any series has been lost, a Registrar destroyed or the Trustee, or (b) the Companywrongfully taken, the Registrar Company shall, subject to the further provisions of this Section 2.8, issue and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by authenticate a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like such series and tenor and principal amount, amount bearing a number not contemporaneously outstanding. The Company may charge such Holder for any tax or other governmental charge that may be imposed as a result of or in connection with replacing a Security and for its expenses land the expenses of the Trustee (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, may pay such Security instead of issuing a new Security, pay or purchase such Security, as the case may be, Security in accordance herewithreplacement thereof. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of If required by the Trustee or the RegistrarCompany, (i) an indemnity bond must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee and any Agent from any loss that any of them may suffer if a security is replaced or paid as provided in this Section 2.8 and (ii) in connection therewiththe case of a lost, destroyed or wrongfully taken security, evidence must be furnished to the satisfaction of both the Trustee and the Company of the loss, destruction or wrongful taking of such Security. Every new Notwithstanding the foregoing, the company and the Trustee shall have no obligation to replace or pay a Security issued pursuant to this Section 2.06 in lieu of any mutilated2.8 if either the, destroyed, lost Company or stolen the Trustee has notice that such Security shall constitute has been acquired by a bona fide purchaser. Every replacement Security is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of this Indenture. To the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The extent permitted bylaw, the foregoing provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Indenture (La Quinta Properties Inc)

Replacement Securities. If (a) any mutilated Security ------------------------------------- is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and the Trustee shallTrustee, upon receipt of an Order of the a Company (which the Company agrees to deliver promptly)Order, shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of Holder thereof to pay a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Marriott International Inc /Md/)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Omi Corp/M I)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction satisfac tion of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and delivermake available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased or redeemed by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase redeem such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation obliga tion of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Triarc Companies Inc

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) if the CompanyHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Registrar Issuer shall issue and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate a replacement Security of the same series (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Security furnishes to the Issuer and the Trustee receive evidence reasonably acceptable to their satisfaction them of the ownership and the destruction, loss or theft of any Security, and, such Security and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in either case, there is delivered to effect on the Companyapplicable Issue Date are met. If required by the Trustee, the Registrar Agents or the Issuer, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Issuer, the Guarantors, the Trustee, the Registrar, and any Paying Agent from any loss that any of them may suffer if such Security is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Security and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmlessmay charge the Issuer for the Trustee’s out-of-pocket expenses (including, thenwithout limitation, reasonable attorneys’ fees and disbursements) in the absence of notice to the Company, such Registrar or the Trustee that replacing such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment assessment, fee or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable out-of-pocket fees and expenses of the Trustee or incurred prior to the Registraroccurrence of an Event of Default and the out-of-pocket fees and expenses of the Trustee incurred following the occurrence of an Event of Default) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen replacement Security shall constitute an original additional a contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderIssuer. The provisions of this Section 2.06 2.09 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost mutilated or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Supplemental Indenture (Keystone Automotive Operations Inc)

Replacement Securities. If (ai) any mutilated Security Note is surrendered to the Company, a Registrar or the Trustee, Trustee or (bii) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any SecurityNote, and, in either case, and there is delivered to the Company, the Registrar Subsidiary Guarantors and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security Note has been acquired by a bona fide or protected purchaser, the Company shall issuewill execute, and upon Company Order the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), will authenticate and deliver, in exchange for any such mutilated Security Note or in lieu of any such destroyed, lost or stolen SecurityNote, a new Security Note of like the tenor and principal amount, amount bearing a number not contemporaneously outstanding, and the Subsidiary Guarantors will execute the notation of Subsidiary Guarantees thereon. In case any such mutilated, destroyed, lost or stolen Security Note has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new SecurityNote, pay or purchase such Security, as the case may be, in accordance herewithNote. Upon the issuance of any new Securities Note under this Section 2.062.6, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses expense (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security Note issued pursuant to this Section 2.06 2.6 in lieu of any mutilated, destroyed, lost or stolen Security shall Note will constitute an original additional contractual continual obligation of the CompanyCompany and the respective Subsidiary Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall Note will be at any time enforceable by anyone, and shall will be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities Notes duly issued and outstanding hereunder. The provisions of this Section 2.06 2.6 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesNotes. If required by the Trustee, the Company or a Subsidiary Guarantor, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee, the Company and each Subsidiary Guarantor to protect the Company, each Subsidiary Guarantor, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge for their expenses in replacing a Note.

Appears in 1 contract

Samples: Indenture (Abraxas Petroleum Corp)

Replacement Securities. If (a) any mutilated Security is surrendered to the CompanyTrustee, a Registrar the Company shall issue and execute and, if the requirements of Section 8-405 of the New York Uniform Commercial Code, as in effect from time to time, are met and the Holder satisfies any other reasonable requirements of the Company or the Trustee, or (b) the Company, Trustee shall authenticate and deliver in exchange therefor a new Security containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Registrar Company and the Trustee receive (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company, such Registrar Company or a Trust Officer of the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and delivermake available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security containing identical terms and provisions and of like tenor and principal amount, amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Molson Coors Brewing Co)

Replacement Securities. If (a) any mutilated Security is -------------------------------------- surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and 11 there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Mirant Corp)

Replacement Securities. If (a) any mutilated Security security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an a Company Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, payable or purchased repurchased by the Company pursuant to Article 3 hereofIII, the Company in its discretion may, instead of issuing a new Security, pay or purchase repurchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Rayonier Inc

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the CompanyCompany shall execute, the Registrar Guarantors shall execute their Guarantee endorsed thereon and the Trustee receive shall authenticate and deliver in exchange therefor a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them, the Guarantors and any agent of any of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, having endorsed thereon the Guarantee of the Guarantors, duly executed by the Guarantors, and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security Security, and the Guarantee endorsed thereon, shall constitute an original additional contractual obligation of the Company, Company and the Guarantors whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Tultex Corp

Replacement Securities. If (ai) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (bii) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Guarantor shall execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security and related Guarantee of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereofIII, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Best Buy Co Inc)

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if a Securityholder claims that the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide destroyed, lost or protected purchaserstolen, the Company shall issue, each Guarantor shall endorse its Guarantee thereon and the Trustee shallshall authenticate a replacement Security if the Holder provides an indemnity bond or other security, upon receipt of an Order sufficient in the judgment of the Company (Trustee, to protect the Company, the Trustee or any of their agents from any loss which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereofCompany, the Company in its discretion may, instead Trustee or any of issuing their agents may suffer if a new Security, pay or purchase such Security, as Security is replaced and the case may be, in accordance herewithHolder satisfies any other reasonable requirements of the Trustee. Upon the issuance of any new Securities Security under this Section 2.062.8, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security Security, issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and any such new Security, shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities of like tenor, if any, duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. Every replacement Security is an additional obligation of the Company and each Guarantor and shall be subject to all applicable terms and conditions of this Indenture and shall be entitled to an benefits thereof.

Appears in 1 contract

Samples: Indenture (Town & Country Corp)

Replacement Securities. If (a) any a mutilated Security is surrendered to the CompanyTrustee, a Registrar together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee, or (b) the CompanyTrustee to save each of them harmless, the Registrar Company shall execute and the Trustee receive shall authenticate and deliver a replacement Registered Security, if such surrendered Security was a Registered Security of the same series and date of maturity. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or deliver in lieu of any such destroyed, lost or stolen Security a replacement Registered Security, if such Xxxxxx’s claim appertains to a new Security Registered Security, of like tenor the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee, its agents and counsel) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities of that series duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Exact Sciences Corp

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the TrusteeHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Rxxxxxxxx does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Registrar Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge for their satisfaction expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the destruction, loss original Security in lieu of which such replacement Security was issued presents for payment or theft of any registration such original Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice provided therefor to the Companyextent of any loss, such Registrar damage, cost or expense incurred by the Trustee or the Trustee that such Company in connection therewith. Every replacement Security has been acquired by is a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order contractual obligation of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingCompany. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Nabors Industries LTD

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Issuer and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Issuer or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company Issuer shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company Issuer pursuant to Article 3 Articles 13 or 14 hereof, the Company Issuer in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company Issuer may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Getty Images Inc

Replacement Securities. If (a) any mutilated Security is surrendered to the CompanyTrustee, a Registrar the Issuer shall issue and execute and, subject to applicable law and the reasonable requirements of the Issuer or the Trustee, or the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series (b) and, in the Companycase of a Series with more than one Tranche, the Registrar same Tranche) containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer and the Trustee receive Trustee: (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar ; and the Trustee (ii) such security surety bond or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company, such Registrar Issuer or a Trust officer of the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company Issuer shall issue, execute and upon its request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and delivermake available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series (and, in the case of a Series with more than one Tranche, the same Tranche) containing identical terms and provisions and of like tenor and principal amount, amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company Issuer in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.06Section, the Company Issuer may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security of any Series (or, in the case of a Series with more than one Tranche, any Tranche) issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities of that Series (or, in the case of a Series with more than one Tranche, any Tranche) duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Molson Coors Brewing Co

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaserpurchaser (within the meaning of Section 8-303 of the Uniform Commercial Code), the Company shall issueexecute, and upon the Company's written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new anew Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Execution Version (LNR Property Corp)

Replacement Securities. If (a) any mutilated Security security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an a Company Order of the Company (which the Company agrees to deliver promptly, and which may be a standing order), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereofIII, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Skyworks Solutions Inc)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security Security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.08, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Level 3 Communications Inc)

Replacement Securities. If (a) any a defaced or mutilated Security of any series is surrendered to the CompanyTrustee or if a Holder claims that its Security of any series has been lost, a Registrar destroyed or wrongfully taken and presents to the Trustee, or (b) the Company, the Registrar Guarantor and the Trustee receive any Agent evidence to their satisfaction of the destructionloss, loss destruction or theft wrongful taking of any such Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of a written request from the Company (which Company, the Company agrees to deliver promptly), Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like such series and tenor and principal amount, having a Guarantee executed by the Guarantor endorsed thereon, bearing a number not contemporaneously outstanding. An indemnity bond and/or other security must be furnished that is sufficient in the judgment of the Trustee, the Company and the Guarantor to protect the Trustee, the Company, the Guarantor and any Agent from any loss that any of them may suffer if a Security is replaced. The Company may charge such Holder for its expenses and the expenses of the Trustee (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, and the Company Guarantor in its their discretion may, may pay such Security instead of issuing a new Security, pay or purchase such Security, as Security (with the case may be, Guarantee endorsed thereon) in accordance herewithreplacement thereof. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses Every replacement Security (including the reasonable fees and expenses of the Trustee or the RegistrarGuarantee endorsed thereon) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not Company and the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Guarantor and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities of such series and the Guarantee endorsed thereon duly issued authenticated and outstanding delivered hereunder. The To the extent permitted by law, the foregoing provisions of this Section 2.06 2.8 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Alcon Inc

Replacement Securities. If (a) any mutilated Security or a Security with a mutilated Coupon is surrendered to the Company, a Registrar Company or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security Security and/or Coupon or indemnity as shall may reasonably be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, execute in exchange for any such mutilated Security and/or Coupon, or in lieu of any such destroyed, lost or stolen Security, a new Security with any related Coupon of the same series and of like tenor and principal amount, amount bearing a number not contemporaneously outstandingoutstanding and the Trustee shall authenticate and make such new Security available for delivery. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be redeemed by the Company pursuant to Article 3 hereofEleven, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, and any related Coupon, as the case may be; provided, however, that payment of principal of, premium, if any, or interest on or any Additional Amounts with respect to any Bearer Securities shall, except as otherwise provided in accordance herewithSection 1002, be payable only at an Office or Agency for such Securities located outside the United States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and any Additional Amounts with respect to such interest shall be payable only upon presentation and surrender of the related Coupons. Upon the issuance of any new Securities Securities, with its Coupons, if any, under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Incorporated (Hercules Inc)

Replacement Securities. If (ai) any mutilated Security Note is surrendered to the Company, a Registrar or the Trustee, Trustee or (bii) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any SecurityNote, and, in either case, and there is delivered to the Company, the Registrar Subsidiary Guarantors and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security Note has been acquired by a bona fide or protected purchaser, the Company shall issuewill execute, the Subsidiary Guarantors will execute the notation of Subsidiary Guarantees, and upon Company Order the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), will authenticate and deliver, in exchange for any such mutilated Security Note or in lieu of any such destroyed, lost or stolen SecurityNote, a new Security Note of like the tenor and principal amount, having the notation of Subsidiary Guarantees thereon, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security Note has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new SecurityNote, pay or purchase such Security, as the case may be, in accordance herewithNote. Upon the issuance of any new Securities Note under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security Note issued pursuant to this Section 2.06 section in lieu of any mutilated, destroyed, lost or stolen Security shall Note will constitute an original additional contractual continual obligation of the CompanyCompany and the respective Subsidiary Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall Note will be at any time enforceable by anyone, and shall will be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities Notes duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesNotes. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge for their expenses in replacing a Note. Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Appears in 1 contract

Samples: Indenture (Mission Resources Corp)

Replacement Securities. If (a) any mutilated Security is surrendered to the CompanyTrustee, a Registrar together with such security or indemnity as may be required by the Corporation or the Trustee, or (b) the CompanyTrustee to save each of them and any agent of either of them harmless, the Registrar Corporation shall execute and the Trustee receive shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel and dispose of such mutilated security in accordance with its customary procedures. If there shall be delivered to the Corporation and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, such Registrar Corporation or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company Corporation shall issue, execute and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, amount and bearing a number not contemporaneously outstanding. If, after the delivery of such new Security, a bona fide purchaser of the original Security in lieu of which such new Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such new Security from the party to whom it was delivered or any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Corporation and the Trustee in connection therewith. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company Corporation in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.06Section, the Company Corporation may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses in connection therewith (including the reasonable all fees and expenses of the Trustee or Trustee, the Registrar) in connection therewithPaying Agent, the Registrar and any co-registrar for such Security). Every new Security of any series issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CompanyCorporation, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderof the same series. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Lockheed Martin Corp

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an a Company Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed pursuant to Article 3 or purchased by the Company pursuant to Article 3 hereof4 or Article 5, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Unisource Energy Corp)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them and each Subsidiary Guarantor harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaserpurchaser (within the meaning of Section 8-303 of the Uniform Commercial Code as adopted in the State of New York), the Company shall issueexecute, and upon the Company’s written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingoutstanding and having endorsed thereon the Guarantees executed by the Subsidiary Guarantors. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyCompany and the respective Subsidiary Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Magnum Hunter Resources Inc

Replacement Securities. If (a) any a defaced or mutilated Security of any series is surrendered to the CompanyTrustee or if a Holder claims that its Security of any series has been lost, a Registrar destroyed or wrongfully taken and presents to the Trustee, or (b) the Company, the Registrar Guarantor and the Trustee receive any Agent evidence to their satisfaction of the destructionloss, loss destruction or theft wrongful taking of any such Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, issue and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like such series and tenor and principal amount, having a Guarantee executed by the Guarantor endorsed thereon, bearing a number not contemporaneously outstanding. An indemnity bond must be furnished that is sufficient in the judgment of the Trustee, the Company and the Guarantor to protect the Trustee, the Company, the Guarantor and any Agent from any loss that any of them may suffer if a Security is replaced. The Company may charge such Holder for its expenses and the expenses of the Trustee (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, and the Company Guarantor in its their discretion may, may pay such Security instead of issuing a new Security, pay or purchase such Security, as Security (with the case may be, Guarantee endorsed thereon) in accordance herewithreplacement thereof. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses Every replacement Security (including the reasonable fees and expenses of the Trustee or the RegistrarGuarantee endorsed thereon) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not Company and the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Guarantor and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities of such series and the Guarantee endorsed thereon duly issued authenticated and outstanding delivered hereunder. The To the extent permitted by law, the foregoing provisions of this Section 2.06 2.8 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Novartis Capital CORP

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Affiliated Managers Group Inc

Replacement Securities. If (a) any a defaced or mutilated Security of any series is surrendered to the CompanyTrustee or if a Holder claims that its Security of any series has been lost, a Registrar destroyed or wrongfully taken and presents to the Trustee, or (b) the Company, the Registrar Guarantor and the Trustee receive any Agent evidence to their satisfaction of the destructionloss, loss destruction or theft wrongful taking of any such Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, issue and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like such series and tenor and principal amount, having a Guarantee executed by the Guarantor endorsed thereon, bearing a number not contemporaneously outstanding. An indemnity bond or similar guarantee must be furnished that is sufficient in the judgment of the Trustee, the Company and the Guarantor to protect the Trustee, the Company, the Guarantor and any Agent from any loss that any of them may suffer if a Security is replaced. The Company may charge such Holder for its expenses and the expenses of the Trustee (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, and the Company Guarantor in its their discretion may, may pay such Security instead of issuing a new Security, pay or purchase such Security, as Security (with the case may be, Guarantee endorsed thereon) in accordance herewithreplacement thereof. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses Every replacement Security (including the reasonable fees and expenses of the Trustee or the RegistrarGuarantee endorsed thereon) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not Company and the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Guarantor and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities of such series and the Guarantee endorsed thereon duly issued authenticated and outstanding delivered hereunder. The To the extent permitted by law, the foregoing provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Credit Suisse Group

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an a Company Order of the Company (which the Company agrees to deliver promptlywithout unreasonable delay), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof4, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.09, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 2.09 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.09 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Rambus Inc

Replacement Securities. If (a) any a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been mutilated, lost, destroyed or wrongfully taken, the Company shall issue and the Authentication Agent shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Registrar within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Registrar prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Registrar. If required by the Registrar, Trustee or the Company, a such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Registrar or Trustee to protect the Registrar or Trustee or (ii) the Company, to protect the Company, the Trustee, or (b) the Paying Agent and the Registrar, from any loss that any of them may suffer if a Security is replaced. The Company, the Registrar and the Trustee receive evidence to may charge the Holder for their satisfaction of expenses in replacing a Security (including, without limitation, attorneys’ fees and disbursements in replacing such Security). In the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for event any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, may direct the Registrar to pay or purchase the same without surrender thereof upon the Holder furnishing the Company and the Registrar with indemnity satisfactory to them and complying with such Security, other reasonable regulations as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require prescribe and paying such reasonable expense as the payment of a sum sufficient to cover any tax, assessment or other governmental charge that Company and the Registrar may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) incur in connection therewith. Every new replacement Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Indenture (TPC Group Inc.)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a the Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall may be reasonably required requested by them to save each of them harmless, then, in the absence of any notice to the Company, such the Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaserpurchaser (within the meaning of Section 8-303 of the Uniform Commercial Code as adopted in the State of New York), the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be repurchased by the Company pursuant to Article 3 hereofARTICLE IV or ARTICLE V, the Company in its discretion may, instead of issuing a new Security, pay or purchase repurchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Willbros Group Inc)

Replacement Securities. If (a) any the Holder of a mutilated or defaced Security is surrendered or a Security with a mutilated or defaced coupon appertaining to it surrenders such Security to the Company, Trustee or if the Holder of a Registrar or Security presents evidence to the Trustee, or (b) satisfaction of the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of that the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by lost, destroyed or wrongfully taken or that a bona fide coupon has been lost, stolen or protected purchaserwrongfully taken and surrenders the Security to which such coupon appertains with all appurtenant coupons not so lost, stolen or wrongfully taken, the Company shall issue, issue and the Trustee shall, upon receipt of an Order shall authenticate a replacement Security of the Company (which the Company agrees to deliver promptly), authenticate same series and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amounttenor, bearing a number not contemporaneously outstandingwith coupons corresponding to the coupons, if any, appertaining to the surrendered Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security or coupon has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, may pay the Company in its discretion may, Security or coupon instead of issuing a new SecuritySecurity or coupon; provided, pay or purchase such Securityhowever, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the that payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto principal of and any other reasonable expenses (including interest on and Additional Amounts with respect to Bearer Securities shall, except as otherwise provided in Section 4.02, be payable only at an office or agency located outside the reasonable fees United States and, unless otherwise specified as contemplated by Section 2.01, any interest on Bearer Securities shall be payable only upon presentation and expenses surrender of the coupons appertaining thereto. If required by the Trustee or the Registrar) Company, an indemnity bond must be provided which is sufficient in connection therewiththe judgment of the Company and the Trustee to protect the Company and the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their fees and expenses in replacing a Security. Every new replacement Security issued pursuant to this Section 2.06 in lieu of any mutilatedseries, destroyedwith its coupons, lost or stolen Security shall constitute if any, is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all of the benefits of the this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued and outstanding hereunder. The provisions of under this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesIndenture.

Appears in 1 contract

Samples: Sierra Pacific Resources Capital Trust Ii

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) if the CompanyHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Registrar Issuer shall issue and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate a replacement Security of the same series (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Security furnishes to the Issuer and the Trustee receive evidence reasonably acceptable to their satisfaction them of the ownership and the destruction, loss or theft of such Security and if the Holder (a) files with the Issuer a sufficient indemnity bond and executes a customary indemnity agreement; (b) satisfies other reasonable requirements imposed by the Issuer or the Trustee; and (c) complies with any Security, and, applicable law as in either case, there is delivered to effect on the CompanyIssue Date. If required by the Trustee, the Registrar Agents or the Issuer, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Issuer, the Guarantors, the Trustee, the Registrar, the Transfer Agent, and any Paying Agent from any loss that any of them may suffer if such Security is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Security and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmlessmay charge the Issuer for the Trustee’s out-of-pocket expenses (including, thenwithout limitation, reasonable attorneys’ fees and disbursements) in the absence of notice to the Company, such Registrar or the Trustee that replacing such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment assessment, fee or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable out-of-pocket fees and expenses of the Trustee or incurred prior to the Registraroccurrence of an Event of Default and the out-of-pocket fees and expenses of the Trustee incurred following the occurrence of an Event of Default) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen replacement Security shall constitute an original additional a contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderIssuer. The provisions of this Section 2.06 2.09 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost mutilated or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Supplemental Indenture (LKQ Corp)

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the TrusteeHolder of a Security claims that the Security has been lost, destroyed or (b) wrongfully taken and the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destructionloss, loss destruction or theft wrongful taking, the Company shall issue and the Trustee shall authenticate a replacement Security of the same series if the requirements of Section 8-405 of the New York Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any Security, and, other reasonable requirements of the Trustee. Such Holder must furnish an indemnity bond that is sufficient in either case, there is delivered the judgment of the Trustee and the Company to protect the Company, the Registrar Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge a Holder for their expenses in replacing a Security, including any transfer tax or similar governmental charge or other fee required by law and payable in connection therewith. If, after the delivery of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice provided therefor to the Companyextent of any loss, such Registrar damage, cost or expense incurred by the Trustee or the Trustee that such Company in connection therewith. Every replacement Security has been acquired by is a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order contractual obligation of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingCompany. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Indenture (Helmerich & Payne, Inc.)

Replacement Securities. If (a) any mutilated Security is surrendered to the CompanyTrustee, a Registrar the Company shall issue and execute and, if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Company or the Trustee, or (b) the Company, Trustee shall authenticate and deliver in exchange therefor a new Security of the Registrar same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee receive (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company, such Registrar Company or a Trust Officer of the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and delivermake available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal amount, amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security of any Series issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities of that Series duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Coors Adolph Co

Replacement Securities. If (a) any mutilated Security is Securities are surrendered to the Company, a Registrar Trustee or the Trustee, Issuers or (b) if the Company, Holder of a Security claims that the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide lost, destroyed or protected purchaserwrongfully taken, the Company shall issue, applicable Issuer will issue and the Trustee shallTrustee, upon receipt of an Order Authentication Order, will authenticate a replacement Security if the Holder satisfies any reasonable requirements of the Company (which Trustee and the Company agrees Issuers. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to deliver promptly)protect the Issuers, authenticate the Trustee, any Agent and deliver, any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Issuers and the Trustee may charge the Holders for each of its expenses in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen replacing a Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost lost, or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company applicable Issuer in its sole discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.062.07, the Company applicable Issuer may require the payment of a sum sufficient to cover any tax, assessment assessment, fee or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.07 in exchange for any mutilated Security or in lieu of any mutilated, destroyed, lost lost, or stolen Security shall will constitute an original additional contractual obligation of the Companyapplicable Issuer, whether or not the mutilated, destroyed, lost lost, or stolen Security shall be at any time enforceable by anyone, and shall will be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, or stolen Securities.

Appears in 1 contract

Samples: Canadian Collateral Trust Agreement (Primus Telecommunications Group Inc)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 Articles XII or XIII hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Affiliated Managers Group Inc

Replacement Securities. If (a) any mutilated ---------------------------------------- Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Kohls Corporation

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar Company or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected BONA FIDE purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Costco Companies Inc

Replacement Securities. If (a) any mutilated Security is ---------------------- surrendered to the Company, a Registrar Company or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountContingent Principal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Merrill Lynch & Co Inc)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 10 or Article 11 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance issuance, authentication and delivery of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued issued, authenticated and delivered pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Alloy Inc)

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Replacement Securities. If (a) any a mutilated Security is surrendered to the CompanyTrustee or if the Holder of a Security claims and submits an affidavit or other evidence, a Registrar or satisfactory to the Trustee, to the effect that the Security has been lost, destroyed or (b) wrongfully taken, the Company shall issue and the Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security if the Trustee's requirements are met. If required by the Trustee or the Company, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee, to protect the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, or any Agent from any loss or theft of which any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmlessmay suffer if a Security is replaced. The Company may charge such Holder for its reasonable, then, out-of-pocket expenses in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by replacing a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses upon satisfaction of the Trustee or conditions set forth in the Registrar) in connection therewithpreceding paragraph. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Arris Group Inc

Replacement Securities. If (a) any mutilated Security is ---------------------- surrendered to the Company, a Registrar Company or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its ---- ---- written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereofIII, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Hewlett Packard Co)

Replacement Securities. If (a) any mutilated Security ------------------------------------- is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Danaher Corp /De/

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee, upon the Company’s written INSTRUCTION, SHALL AUTHENTICATE A REPLACEMENT SECURITY IF THE REQUIREMENTS OF SECTION 8-405 OF THE UNIFORM COMMERCIAL CODE ARE MET AND THE HOLDER (A) SATISFIES THE COMPANY AND THE TRUSTEE WITHIN A REASONABLE TIME AFTER SUCH HOLDER HAS NOTICE OF SUCH LOSS, DESTRUCTION OR WRONGFUL TAKING AND THE REGISTRAR DOES NOT REGISTER A TRANSFER PRIOR TO RECEIVING SUCH NOTIFICATION, (B) MAKES SUCH REQUEST TO THE COMPANY AND THE TRUSTEE PRIOR TO THE SECURITY BEING ACQUIRED BY A PROTECTED PURCHASER AS DEFINED IN SECTION 8-303 OF THE UNIFORM COMMERCIAL CODE AND (C) SATISFIES ANY OTHER REASONABLE REQUIREMENTS OF THE COMPANY, THE REIT, THE GUARANTORS AND THE TRUSTEE. If required by the Trustee or (b) the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company to protect the Company, the Registrar and REIT, the Trustee receive evidence to their satisfaction of Guarantors, the destructionTrustee, loss or theft of any Security, and, in either case, there is delivered to the CompanyPaying Agent, the Registrar and any co-registrar and in the judgment of the Trustee such security or indemnity as shall be reasonably required by them to save each protect the Trustee, the Paying Agent, the Registrar and any of the Trustee’s agents from any loss which any of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such may suffer if a Security has been acquired by a bona fide or protected purchaser, the is replaced. The Company shall issue, and the Trustee shall, upon receipt of an Order of may charge the Company Holder for their expenses in replacing a Security (which the Company agrees to deliver promptly), authenticate including without limitation attorneys’ fees and deliver, disbursements in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase replacing such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith). Every new replacement Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute is an original additional contractual obligation Obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Indenture (CBL & Associates Limited Partnership)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute and, and upon the Company's written request, the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof3, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Amerus Group Co/Ia)

Replacement Securities. If (a) the holder of a Security of any mutilated series claims that such Security is surrendered to has been lost, destroyed or wrongfully taken, the CompanyCompany shall issue and the Trustee shall authenticate a replacement Security of that series if the Trustee's requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement Security, the holder of a Registrar or Security must provide a certificate of loss and an indemnity and/or an indemnity bond sufficient, in the judgment of both the Company and the Trustee, or (b) to fully protect the Company, the Registrar Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Security is replaced. The Company and the Trustee receive evidence to may charge the relevant holder for their satisfaction of the destruction, loss or theft of expenses in replacing any Security. The Trustee or any authenticating agent may authenticate any such substituted Security, and, in either case, there is delivered to and deliver the Company, same upon the Registrar and the Trustee receipt of such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaserTrustee, the Company shall issueand, and the Trustee shallif applicable, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case authenticating agent may be, in accordance herewithrequire. Upon the issuance of any new Securities under this Section 2.06substituted Security, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection connected therewith. Every new In case any Security issued of a series which has matured or is about to mature, or has been called for redemption pursuant to this Section 2.06 in lieu of any mutilatedArticle III, shall become mutilated or be destroyed, lost or stolen stolen, the Company may, instead of issuing a substitute Security of that series, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Security), as the case may be, if the applicant for such payment or conversion shall constitute furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Security and of the ownership thereof. Every replacement Security of any series is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of the provided under this Indenture equally and proportionately with any and all other Securities of that series duly issued issued, authenticated and outstanding delivered hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Amkor International Holdings, LLC

Replacement Securities. If (a) any mutilated Security ---------------------- - is surrendered to the Company, a Registrar or the Trustee, Trustee or (b) the Company, the Registrar Company and the Trustee receive - evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security Security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, execute in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, bearing a number not contemporaneously outstanding, each Guarantor shall execute the notation on such new Security relating to its Guarantee thereof, and upon Company Order the Trustee shall authenticate and make such new Security available for delivery. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 4 hereof, the Company in its discretion may, instead of issuing a new SecuritySecurity of the same series and of like tenor and principal amount, or pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.063.8, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.06 3.8 in lieu of any mutilated, destroyed, lost or stolen Security and every Guarantee with respect thereto, shall constitute an original additional contractual obligation of the CompanyCompany and each Guarantor thereunder, as the case may be, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 3.8 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Dairy Mart Convenience Stores Inc)

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) if the CompanyHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Registrar Issuer shall issue and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate a replacement Security of the same series (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Security furnishes to the Issuer and the Trustee receive evidence reasonably acceptable to their satisfaction them of the ownership and the destruction, loss or theft of such Security and if the Holder (a) files with the Issuer a sufficient indemnity bond and executes a customary indemnity agreement; (b) satisfies other reasonable requirements imposed by the Issuer or the Trustee; and (c) complies with any Security, and, applicable law as in either case, there is delivered to effect on the CompanyIssue Date. If required by the Trustee, the Registrar Agents or the Issuer, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Issuer, the Guarantors, the Trustee, the Registrar, and any Paying Agent from any loss that any of them may suffer if such Security is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Security and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmlessmay charge the Issuer for the Trustee’s out-of-pocket expenses (including, thenwithout limitation, reasonable attorneys’ fees and disbursements) in the absence of notice to the Company, such Registrar or the Trustee that replacing such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment assessment, fee or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable out-of-pocket fees and expenses of the Trustee or incurred prior to the Registraroccurrence of an Event of Default and the out-of-pocket fees and expenses of the Trustee incurred following the occurrence of an Event of Default) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen replacement Security shall constitute an original additional a contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderIssuer. The provisions of this Section 2.06 2.09 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost mutilated or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Supplemental Indenture (Keystone Automotive Operations Inc)

Replacement Securities. If (a) any mutilated Security is ----------------------- surrendered to the Company, a Registrar Company or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its ---- ---- written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: _______________________ Indenture (Merrill Lynch & Co Inc)

Replacement Securities. If (a) any a mutilated Security or a Security with a mutilated interest coupon appertaining to it is surrendered to the Company, a Registrar or the Trustee, together with, in proper cases, such security or (b) indemnity as may be required by the Company, the Registrar Guarantors or the Trustee to save each of them harmless, the Company and the Guarantors shall execute and the Trustee receive shall authenticate and deliver a replacement Registered Security with Senior Subordinated Guarantees endorsed thereon, if such surrendered Security was a Registered Security, or a replacement Bearer Security with Senior Subordinated Guarantees endorsed thereon with interest coupons corresponding to the interest coupons appertaining to the surrendered Security, if such surrendered Security was a Bearer Security, of the same series and date of maturity. If there shall be delivered to the Company, the Guarantors and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security or interest coupon has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, and the Company Guarantors in its their discretion may, instead of issuing a new SecuritySecurity or interest coupon with Senior Subordinated Guarantees endorsed thereon, pay such Security or purchase such Securityinterest coupon; provided, however, that payment of principal of and any premium or interest on Bearer Securities shall, except as otherwise provided in Section 9.2, be payable only at an office or agency located outside the case may beUnited States and, in accordance herewithunless otherwise specified as contemplated by Section 3.1, any interest on Bearer Securities shall be payable only upon presentation and surrender of the interest coupons appertaining thereto. Upon the issuance of any new Securities Security under this Section 2.06Section, the Company and the Guarantors may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee, its agents and counsel) in connection connected therewith. Every new Security with Senior Subordinated Guarantees endorsed thereon of any series with its interest coupons, if any, issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen interest coupon appertains, shall constitute an original additional contractual obligation of the CompanyCompany and the relevant Guarantor, whether or not the mutilated, destroyed, lost or stolen Security and its interest coupon, if any, or the destroyed, lost or stolen interest coupon, shall be at any time enforceable by anyone, and shall be entitled to all the - 42 - 51 benefits of the this Indenture equally and proportionately with any and all other Securities of that series and their interest coupons, if any, duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesSecurities or interest coupons.

Appears in 1 contract

Samples: Allied Waste Industries Inc

Replacement Securities. If the Holder of a Security claims that the Security has been mutilated, destroyed, lost or stolen, the Corporation may issue and the Trustee shall authenticate a replacement Security of the same series with identical terms as the Securities exchanged if the requirements of Section 8-405 (aor any successor provision) any mutilated Security is surrendered of the Uniform Commercial Code are met. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the CompanyCorporation, a Registrar or the Trustee, or (b) the CompanyPaying Agent, the Registrar and the Trustee receive evidence to their satisfaction any co-registrar from any loss which any of the destruction, loss or theft of any Security, and, in either case, there them may suffer if a Security is delivered to the Company, the Registrar replaced. The Corporation and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, may charge for their expenses in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by replacing a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company Corporation in its discretion may, instead of issuing a new Security, pay or purchase such Security, as Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security such security or indemnity as may bebe required by them to hold each of them harmless, and in accordance herewithcase of destruction, loss or theft, evidence satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Securities Security under this Section 2.062.10, the Company Corporation may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable all fees and expenses of the Trustee or Trustee, the RegistrarPaying Agent, the Registrar and any co-registrar for such Security) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.06 2.10 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CompanyCorporation, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderof the same series. The provisions of this Section 2.06 2.10 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Martin Marietta Materials Inc

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a the Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall may be reasonably required requested by them to save each of them harmless, then, in the absence of any notice to the Company, such the Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaserpurchaser (within the meaning of Section 8-303 of the Uniform Commercial Code as adopted in the State of New York), the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be redeemed by the Company pursuant to Article 3 hereofARTICLE III or repurchased by the Company pursuant to ARTICLE IV or ARTICLE V, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase repurchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Willbros Group Inc

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, each Guarantor, the Trustee, or (b) the Company, Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee receive evidence to may charge the Holder for their satisfaction of the destruction, loss or theft of any expenses in replacing a Security (including attorneys’ fees and disbursements in replacing such Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company Issuer in its discretion may, may pay such Security instead of issuing a new Security, pay or purchase such Security, as the case may be, Security in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Issuer and shall will be entitled to all of the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Indenture (Merrimack Pharmaceuticals Inc)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountOriginal Principal Amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: School Specialty Inc

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Trustee or the Registrar or if a Holder claims that a Security has been lost, destroyed or stolen and such Holder provide evidence of such loss, destruction or theft satisfactory to the Company and the Trustee, the Company shall issue and the Trustee shall authenticate a replacement Security. If required by the Trustee or (b) the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Registrar and Trustee, the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the CompanyPaying Agent, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each any co-registrar from any loss that any of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such may suffer if a Security has been acquired by a bona fide or protected purchaser, the is replaced. The Company shall issue, and the Trustee shall, upon receipt of an Order of may charge the Company (which the Company agrees to deliver promptly), authenticate and deliver, Holder for their expenses in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen replacing a Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase for such Security, as the case may be, Security in accordance herewithU.S. legal tender (“cash”). Upon the issuance of any new Securities under this Section 2.062.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.07 in exchange for any mutilated Security, or in lieu of any mutilated, destroyed, lost or stolen Security Security, shall constitute an original additional contractual obligation of the CompanyCompany and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Saks Inc)

Replacement Securities. If (a) any mutilated Security is surrendered to the CompanyTrustee, a Registrar the Issuer shall issue and execute and, subject to applicable law and the reasonable requirements of the Issuer or the Trustee, or the Trustee shall certify and deliver in exchange therefor a new Security of the same Series (b) and, in the Companycase of a Series with more than one Tranche, the Registrar same Tranche) containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer and the Trustee receive Trustee: (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar ; and the Trustee (ii) such security surety bond or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company, such Registrar Issuer or a Trust officer of the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company Issuer shall issue, execute and upon its request the Trustee shallshall certify and make available for delivery, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series (and, in the case of a Series with more than one Tranche, the same Tranche) containing identical terms and provisions and of like tenor and principal amount, amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company Issuer in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.06Section, the Company Issuer may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security of any Series (or, in the case of a Series with more than one Tranche, any Tranche) issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities of that Series (or, in the case of a Series with more than one Tranche, any Tranche) duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Paying Agent (Molson Coors Brewing Co)

Replacement Securities. If (a) any a mutilated Security is surrendered to the CompanyTrustee, a Registrar together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee, or (b) the CompanyTrustee to save each of them harmless, the Registrar Company shall execute and the Trustee receive shall authenticate and deliver a replacement Registered Security, if such surrendered Security was a Registered Security of the same series and date of maturity. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or deliver in lieu of any such destroyed, lost or stolen Security a replacement Registered Security, if such Hxxxxx’s claim appertains to a new Security Registered Security, of like tenor the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee, its agents and counsel) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities of that series duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Know Labs, Inc.)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Flextronics International LTD)

Replacement Securities. If (a) any a defaced or mutilated Security of any series is surrendered to the CompanyTrustee or if a Holder claims that its Security of any series has been lost, a Registrar destroyed or the Trustee, or (b) the Companywrongfully taken, the Registrar Company shall, subject to the further provisions of this Section 2.08, issue and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by authenticate a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like such series and tenor and principal amount, amount bearing a number not contemporaneously outstanding. The Company may charge such Holder for any tax or other governmental charge that may be imposed as a result of or in connection with replacing a Security and for its expenses and the expenses of the Trustee (including without limitation attorneys' fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, may pay such Security instead of issuing a new Security, pay or purchase such Security, as the case may be, Security in accordance herewithreplacement thereof. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of If required by the Trustee or the RegistrarCompany, (i) an indemnity bond must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee and any Agent from any loss that any of them may suffer if a Security is replaced or paid as provided in this Section 2.08 and (ii) in connection therewiththe case of lost, destroyed or wrongfully taken Security, evidence must be furnished to the satisfaction of both the Trustee and the Company of the loss, destruction or wrongful taking of such Security. Every new Notwithstanding the foregoing, the Company and the Trustee shall have no obligation to replace or pay a Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost 2.08 if either the Company or stolen the Trustee has notice that such Security shall constitute has been acquired by a bona fide purchaser. Every replacement Security is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities of such series duly issued authenticated and outstanding delivered hereunder. The To the extent permitted by law, the foregoing provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Indenture (Comcast Cable Communications Inc)

Replacement Securities. If (a) any mutilated Security security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity bond as shall be reasonably required by them to save each of them harmlessharmless from any loss, liability and expense that any of them may suffer or Incur if a Security is replaced and subsequently presented or claimed for payment, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an a Company Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Evergreen Energy Inc)

Replacement Securities. If (ai) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, Trustee or (bii) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Subsidiary Guarantors and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issuewill execute, the Subsidiary Guarantors will execute the notation of Subsidiary Guarantees, and upon Company Order the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), will authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like the tenor and principal amount, having the notation of Subsidiary Guarantees thereon, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall will constitute an original additional contractual continual obligation of the CompanyCompany and the respective Subsidiary Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall will be at any time enforceable by anyone, and shall will be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Company and the Trustee may charge for their expenses in replacing a Security. Every replacement Security is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder.

Appears in 1 contract

Samples: Indenture (Pan American Energy Finance Corp)

Replacement Securities. If (a) any a mutilated Security or any Security with a mutilated coupon appertaining to it is surrendered to the CompanyTrustee or if the Holder of a Security claims that the Security or any coupon has been lost, a Registrar destroyed or the Trustee, or (b) the Companywrongfully taken, the Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate and deliver a replacement Security of the destructionsame Series if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, loss or theft such Holder shall furnish an indemnity bond sufficient in the judgment of any Security, and, in either case, there is delivered to the Company, the Registrar Issuer and the Trustee such security to protect the Issuer, the Trustee or indemnity as shall be reasonably required by them to save each any Agent from any loss which any of them harmless, then, in the absence of notice to the Company, such Registrar may suffer if a Security or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, coupon is replaced. The Issuer and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, may each charge such Holder for its reasonable out-of-pocket expenses in exchange for any such mutilated replacing a Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.08, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and of the Trustee or the Registrar) in connection therewithTrustee. Every new replacement Security of any Series with its coupons, if any, issued pursuant to this Section 2.06 in lieu of any mutilatedlost, destroyed, lost destroyed or stolen wrongfully taken Security shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilatedlost, destroyed, lost destroyed or stolen wrongfully taken Security or coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities of that Series and its coupons, if any, duly issued hereunder. In case any such mutilated, destroyed, lost or wrongfully taken Security or coupon has become or is about to become due and outstanding hereunderpayable, the Issuer in its discretion may, instead of issuing a new Security or coupon, pay such Security or coupon; provided, however, that payment of principal of (and premium, if any), any interest on and any Additional Amounts with respect to Bearer Securities shall, except as otherwise provided in Section 2.04, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 2.02, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto. The provisions of this Section 2.06 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost destroyed or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Indenture (Vantage Drilling (Malaysia) I Sdn. Bhd.)

Replacement Securities. If (a) any mutilated Security ---------------------- is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Tyco International LTD /Ber/

Replacement Securities. If (a) any mutilated Security is ---------------------- surrendered to the Company, a Registrar Company or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, ---- ---- and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Merrill Lynch Preferred Capital Trust V

Replacement Securities. If (a) any mutilated Security is surrendered to the Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee and the Company, a Registrar to the effect that the Security has been lost, destroyed or stolen, the Company shall issue and the Trustee, upon receipt of the authentication order of the Company in the form of an Officers’ Certificate, shall authenticate a replacement Security if the Trustee’s requirements are met. If required by the Trustee or (b) the Company, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee, to protect the Company, the Registrar Trustee or any agent thereof from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge such Holder for their satisfaction of the destruction, loss or theft of any expenses in replacing a Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses upon satisfaction of the Trustee or conditions set forth in the Registrar) in connection therewithpreceding paragraph. Every new Security issued pursuant to this Section 2.06 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Palm Harbor Homes Inc /Fl/)

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and upon receipt of a Company Order, the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity, security and/or indemnity bond sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee, or (b) the CompanyPaying Agent, the Registrar and the Trustee receive evidence to their satisfaction any co-registrar from any loss that any of the destruction, loss or theft of any Security, and, in either case, there them may suffer if a Security is delivered to the Company, the Registrar replaced. The Issuer and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, may charge the Holder a sum sufficient for their expenses in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by replacing a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company Issuer in its discretion may, may pay such Security instead of issuing a new Security, pay or purchase such Security, as the case may be, Security in accordance herewithreplacement thereof. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses Every replacement Security is an additional Obligation of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderIssuer. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Indenture (NCR Atleos, LLC)

Replacement Securities. If (a) In the event that any mutilated Contract Security is surrendered not delivered due to any occurrence, act or event beyond the control of the Depositor and of the Trustee (such a Contract Security being herein called a "Special Security"), the Depositor may instruct the Trustee to purchase Replacement Securities which have been selected by the Depositor having a cost not in excess of the cost of the Special Securities not so delivered. To be eligible for inclusion in the Trust, the Replacement Securities which the Depositor selects must: (i) be of the same type as that replaced (E.G., both will be common stock or preferred stock); (ii) in the Depositor's judgment, closely resemble the Special Security as respects the investment characteristics which led the Depositor to select the Special Security for inclusion in the Trust; and (iii) be purchased within twenty days after delivery of notice of the failed contract to the CompanyTrustee or to the Depositor, a Registrar or whichever occurs first. Any Replacement Securities received by the Trustee, Trustee shall be deposited hereunder and shall be subject to the terms and conditions of this Indenture to the same extent as other Securities deposited hereunder. No such deposit of Replacement Securities shall be made after the earlier of (i) 90 days after the date of execution and delivery of the applicable Reference Trust Agreement or (bii) the Companyfirst Distribution Date to occur after the date of execution and delivery of the applicable Reference Trust Agreement. Whenever a Replacement Security is acquired by the Depositor pursuant to the provisions of this Section 3.07, the Registrar Trustee shall, within five days thereafter, mail to all Unit Holders notices of such acquisition, including an identification of the Special Security and the Trustee receive evidence to their satisfaction Replacement Security acquired. The purchase price of a Replacement Security shall be paid out of the destruction, funds in the principal account attributable to the Special Security which it replaces. The Trustee shall not be liable or responsible in any way for depreciation or loss or theft incurred by reason of any Security, and, in either case, there is delivered purchase made pursuant to any such instructions from the Company, the Registrar Depositor and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or instructions the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees have no duty to deliver promptly), authenticate and deliver, in exchange for purchase any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Replacement Securities under this Section 2.06, the Company may require the payment of a sum sufficient Indenture. The Depositor shall not be liable for any failure to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of instruct the Trustee to purchase any Replacement Security or the Registrar) for errors of judgment in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of selecting any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesReplacement Security.

Appears in 1 contract

Samples: Trust Indenture and Agreement (Morgan Stanley Dean Wit Sel Equity Tr 10 Industrial 2000-2)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall authenticate and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and Registrar shall deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Allergan Inc)

Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the TrusteeHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Registrar Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge for their satisfaction expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the destruction, loss original Security in lieu of which such replacement Security was issued presents for payment or theft of any registration such original Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice provided therefor to the Companyextent of any loss, such Registrar damage, cost or expense incurred by the Trustee or the Trustee that such Company in connection therewith. Every replacement Security has been acquired by is a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order contractual obligation of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingCompany. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Appears in 1 contract

Samples: Indenture (Helmerich & Payne Inc)

Replacement Securities. If (a) any mutilated ---------------------- Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Pmi Group Inc

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute and, and upon its written request, the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be repurchased or redeemed by the Company pursuant to Article 3 hereof, or converted pursuant to Article 11 hereof, the Company in its discretion may, instead of issuing a new Security, pay pay, repurchase or purchase redeem such Security, or issue the underlying securities, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.07, the Company may may, as a condition to such issuance, require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, mutilated destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Nabors Industries Inc)

Replacement Securities. If (a) any mutilated Security is surrendered to the Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee and the Company, a Registrar to the effect that the Security has been lost, destroyed or stolen, the Company shall issue and the Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security if the Trustee's requirements are met. If required by the Trustee or (b) the Company, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee, to protect the Company, the Registrar Trustee or any agent thereof from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge such Holder for their satisfaction of the destruction, loss or theft of any expenses in replacing a Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3 hereof, the Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses upon satisfaction of the Trustee or conditions set forth in the Registrar) in connection therewithpreceding paragraph. Every new Security issued pursuant to this Section 2.06 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Avatar Holdings Inc)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and the Trustee shallTrustee, upon receipt of an Order of the a Company (which the Company agrees to deliver promptly)Order, shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Memberworks Inc)

Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of an Order of the Company (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead - of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.06Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Health Management Associates Inc)

Replacement Securities. If (a) any mutilated Security security is surrendered to the Company, a Registrar or the Trustee, Trustee or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save hold each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of an a Company Order of the Company (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, payable or purchased repurchased by the Company pursuant to Article 3 hereofIII, the Company in its discretion may, instead of issuing a new Security, pay or purchase repurchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.062.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.06 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of the this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.06 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Rayonier Inc

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