Common use of RESPONSIBILITY OF THE AGENTS Clause in Contracts

RESPONSIBILITY OF THE AGENTS. 24.1 The Agents shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by any Agent in connection with this Agreement or any Note or Coupon except for their own negligence, wilful default or bad faith, including that of their respective officers and employees. 24.2 The Agents shall have no duty or responsibility in case of any default by the Issuer in the performance of its obligations under this Agreement, the Trust Deed or the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that forthwith upon receipt by the Principal Paying Agent of a notice given by a Noteholder in accordance with Condition 14, the Principal Paying Agent will notify the Issuer and the Trustee thereof and furnish it with a copy of such notice. 24.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuer or the Trustee prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Issuer or the Trustee and delivered to such Agent and such certificate shall be a full authorisation to such Agent, in its capacity as such, for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

Appears in 5 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

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RESPONSIBILITY OF THE AGENTS. 24.1 The Agents 20.1 No Agent shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes Notes, Receipts or Coupons or for any act or omission by any Agent it in connection with this Agreement or any Note Note, Receipt or Coupon except for their its own negligence, wilful default or bad faithfraud, including that of their respective its officers and employees. 24.2 The Agents 20.2 No Agent shall have no any duty or responsibility in the case of any default by the Issuer in the performance of its obligations under this Agreement, the relevant Conditions or the Trust Deed or the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that forthwith upon receipt by the Principal Paying Agent of a immediately on receiving any notice given by a Noteholder in accordance with Condition 1410 of the Senior Notes or, as the case may be, Condition 12 of the Subordinated Notes, the Principal Paying Agent will notify notifies the Issuer and the Trustee thereof of the fact and furnish furnishes it with a copy of such the notice. 24.3 20.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuer or the Trustee prior to taking or suffering any action hereunderunder this Agreement, such fact or the matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Issuer or the Trustee and delivered to such the Agent and such the certificate shall be a full authorisation to such Agent, in its capacity as such, the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such the certificate.

Appears in 4 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE AGENTS. 24.1 The Agents 22.1 No Agent shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes Covered Bonds, Receipts or Coupons or for any act or omission by any Agent it in connection with this Agreement or any Note Covered Bond, Receipt or Coupon except for their its own wilful default, negligence, wilful default bad faith or bad faithfraud, including that of their respective its officers and employees. 24.2 The Agents 22.2 No Agent shall have no any duty or responsibility in the case of any default by any of the Issuer or the Guarantors in the performance of its obligations under this Agreement, the Terms and Conditions or the Trust Deed or the Conditions or, in the case of receipt of a written demand request from a Noteholder Covered Bondholder, Receiptholder or Couponholder, with respect to such default, provided however that forthwith upon receipt by the Principal Paying Agent of a notice given immediately on receiving any written request by a Noteholder Covered Bondholder in accordance with Condition 149, the Principal Paying Agent will notify notifies the Issuer Issuer, the Guarantors and the Bond Trustee thereof of the fact and furnish it furnishes them with a copy of such noticewritten request. 24.3 22.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuer Issuer, any of the Guarantors or the Bond Trustee prior to taking or suffering any action hereunderunder this Agreement, such fact or the matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Issuer Issuer, any of the Guarantors or the Bond Trustee and delivered to such the relevant Agent and such the certificate shall be a full authorisation to such Agent, in its capacity as such, Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such the certificate.

Appears in 3 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE AGENTS. 24.1 The Agents (1) No Agent shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by any Agent it in connection with this Agreement or any Note or Coupon except for their its own negligence, wilful default or bad faith, including that of their respective its officers and employees. 24.2 The Agents (2) No Agent shall have no any duty or responsibility in the case of any default by the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) in the performance of its obligations under this Agreement, the Trust Deed or the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that forthwith upon receipt by the Principal Paying Agent of immediately on receiving a notice given by a Noteholder in accordance with Condition 149, the Principal Paying Agent will notify notifies the relevant Issuer and (in the Trustee thereof case of Guaranteed Notes), where applicable, the Guarantor of the fact and furnish furnishes it with a copy of such the notice. 24.3 (3) Whenever in the performance of its duties under this Agreement an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuers or the relevant Issuer or the Trustee Guarantor (in the case of Guaranteed Notes) prior to taking or suffering any action hereunderunder this Agreement, such fact or the matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Issuers or the relevant Issuer or the Trustee Guarantor (in the case of Guaranteed Notes), as the case may be, and delivered to such the Agent and such the certificate shall be a full authorisation to such Agent, in its capacity as such, the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such the certificate.

Appears in 3 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE AGENTS. 24.1 The Agents 20.1 No Agent shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by any Agent it in connection with this Agreement or any Note or Coupon except for their its own negligence, wilful default or bad faithfraud, including that of their respective its officers and employees. 24.2 The Agents 20.2 No Agent shall have no any duty or responsibility in the case of any default by the relevant Issuer or the Guarantor in the performance of its obligations under this Agreement, the Trust Deed or the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that forthwith upon receipt by the Principal Paying Agent of immediately on receiving a notice given by a Noteholder in accordance with Condition 1410, the Principal Paying Agent will notify notifies the relevant Issuer and, where applicable, the Guarantor of the fact and the Trustee thereof and furnish furnishes it with a copy of such the notice. 24.3 20.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the relevant Issuer or the Trustee Guarantor prior to taking or suffering any action hereunderunder this Agreement, such fact or the matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the relevant Issuer or the Trustee Guarantor and delivered to such the Agent and such the certificate shall be a full authorisation to such Agent, in its capacity as such, the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such the certificate. 20.4 Notwithstanding anything to the contrary in the Agency Agreement, the Agents shall not be liable to any person for any matter or thing done or omitted in any way in connection with the Agency Agreement save in relation to its own negligence, wilful misconduct or fraud or that of its directors, officers or employees or any of them, or the material breach by it of the terms of this Agreement.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE AGENTS. 24.1 The Agents 22.1 No Agent shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by any Agent it in connection with this Agreement or any Note or Coupon except for their its own gross negligence, wilful default or bad faith, including that of their respective its officers and employees. 24.2 The Agents 22.2 No Agent shall have no any duty or responsibility in the case of any default by the any Issuer or (where applicable) any Guarantor in the performance of its obligations under this Agreement, the Conditions or the Trust Deed or the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that forthwith upon receipt by the Principal Paying Agent of a as soon as reasonably practicable on receiving any notice given by a Noteholder in accordance with Condition 1411 (Events of Default and Enforcement), the Principal Paying Agent will notify notifies the Issuer relevant Issuer, (where applicable) the Guarantors and the Trustee thereof of the fact and furnish furnishes it with a copy of such the notice. 24.3 22.3 Whenever in the performance of its duties under this Agreement Agreement, an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuer relevant Issuer, (where applicable) any Guarantor or the Trustee prior to taking or suffering any action hereunderunder this Agreement, such fact or the matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Issuer relevant Issuer, the Guarantors or the Trustee and delivered to such the Agent and such the certificate shall be a full authorisation to such Agent, in its capacity as such, the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such the certificate.

Appears in 1 contract

Samples: Agency Agreement

RESPONSIBILITY OF THE AGENTS. 24.1 The Agents β€Œ (a) No Agent, nor any of their directors, officers, employees, agents and related body corporate shall not be responsible or accountable to anyone with respect to (i) the validity validity, any effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Notes or Notes, Receipts, Coupons or for Talons or (ii) any act or omission by any Agent it in connection with this Agreement or any Note Note, Talon, Receipt or Coupon or (iii) any failure by any party to this Agreement, other than such Agent's responsibility to perform its obligations as set out herein, in each case, except for their its own negligence, wilful default gross negligence or bad faith, willful misconduct (including that of their respective its directors, officers and employees). 24.2 The Agents (b) No Agent shall have no any duty or responsibility in the case of any default by the Issuer in the performance of its obligations under this Agreement, the Trust Deed or the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, ; provided however that forthwith upon receipt by the Principal Paying Agent of a as promptly as practicable after receiving any notice given by a Noteholder in accordance with Condition 1411 (Events of Default), the Principal Paying Fiscal Agent will shall notify the Issuer and of the Trustee thereof fact and furnish it with a copy of such the notice. 24.3 (c) Whenever in the performance of its duties under this Agreement an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuer or the Trustee prior to taking or suffering any action hereunderunder this Agreement, such fact or the matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Issuer or the Trustee and delivered to such Agent and such certificate shall be a full authorisation to such Agent, in its capacity as such, Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (d) Except to the extent contrary to law or any contractual obligations binding upon the Issuer, the Issuer shall provide, as soon as reasonably practicable, each Agent with any information it may reasonably request at any time in accordance with the provisions of this Agreement and the performance of its duties as set out herein.

Appears in 1 contract

Samples: Agency Agreement

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RESPONSIBILITY OF THE AGENTS. 24.1 The Agents (1) No Agent shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by any Agent it in connection with this Agreement or any Note or Coupon except for their its own negligence, wilful default or bad faith, including that of their respective its officers and employees. 24.2 The Agents (2) No Agent shall have no any duty or responsibility in the case of any default by the relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under this Agreement, the Trust Deed or the Conditions or, in the case of receipt of a written demand from a Noteholder or CouponholderCouponholder , with w ith respect to such default, provided however that forthwith upon receipt by the Principal Paying Agent of immediately on receiving a notice given by a Noteholder in accordance with Condition 149, the Principal Paying Agent will notify notifies the relevant Issuer and (in the Trustee thereof case of Guaranteed Notes), where applicable, the Guarantor of the fact and furnish furnishes it with a copy of such the notice. 24.3 (3) Whenever in the performance of its duties under this Agreement an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuers or the relevant Issuer or (in the Trustee case of Guaranteed Notes) the Guarantor prior to taking or suffering any action hereunderunder this Agreement, such fact or the matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Issuers or the relevant Issuer or (in the Trustee case of Guaranteed Notes) the Guarantor, as the case may be, and delivered to such the Agent and such the certificate shall be a full authorisation to such Agent, in its capacity as such, the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such the certificate.

Appears in 1 contract

Samples: Agency Agreement

RESPONSIBILITY OF THE AGENTS. 24.1 The Agents 22.1 No Agent shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes Notes, Receipts or Coupons or for any act or omission by any Agent it in connection with this Agreement or any Note Note, Receipt or Coupon except for their its own negligence, wilful default or bad faith, including that of their respective its officers and employees. 24.2 The Agents 22.2 No Agent shall have no any duty or responsibility in case of any default by the Issuer or, where the Issuer is PTIF, PT or PTC in the performance of its obligations under this Agreement, the Trust Deed or the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that forthwith upon receipt by the Principal Paying Agent of a notice given by a Noteholder in accordance with Condition 14, the Principal Paying Agent will notify the Issuer Terms and the Trustee thereof and furnish it with a copy of such noticeConditions. 24.3 22.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuer or, where the Issuer is PTIF, PT or the Trustee PTC prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Issuer or, where the Issuer is PTIF, PT or the Trustee PTC and delivered to such Agent and such certificate shall be a full authorisation to such Agent, in its capacity as such, for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

Appears in 1 contract

Samples: Agency Agreement (Portugal Telecom SGPS Sa)

RESPONSIBILITY OF THE AGENTS. 24.1 The Agents (1) No Agent shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by any Agent it in connection with this Agreement or any Note or Coupon except for their its own negligence, wilful default or bad faith, including that of their respective its officers and employees. 24.2 The Agents (2) No Agent shall have no any duty or responsibility in the case of any default by the relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under this Agreement, the Trust Deed or the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that forthwith upon receipt by the Principal Paying Agent of immediately on receiving a notice given by a Noteholder in accordance with Condition 149, the Principal Paying Agent will notify notifies the relevant Issuer and (in the Trustee thereof case of Guaranteed Notes), where applicable, the Guarantor of the fact and furnish furnishes it with a copy of such the notice. 24.3 (3) Whenever in the performance of its duties under this Agreement an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuers or the relevant Issuer or (in the Trustee case of Guaranteed Notes) the Guarantor prior to taking or suffering any action hereunderunder this Agreement, such fact or the matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Issuers or the relevant Issuer or (in the Trustee case of Guaranteed Notes) the Guarantor, as the case may be, and delivered to such the Agent and such the certificate shall be a full authorisation to such Agent, in its capacity as such, the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such the certificate.

Appears in 1 contract

Samples: Agency Agreement

RESPONSIBILITY OF THE AGENTS. 24.1 The Agents 19.1 No Agent shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes Notes, Receipts or Coupons or for any act or omission by any Agent it in connection with this Agreement or any Note Note, Receipt or Coupon except for their its own negligence, wilful default or bad faith, including that of their respective officers its officers, directors and employees. 24.2 The Agents 19.2 No Agent shall have no any duty or responsibility in case of any default by the Issuer Bank in the performance of its obligations under this Agreement, the Trust Deed or the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that forthwith upon receipt by the Principal Paying Fiscal Agent of a notice given by a Noteholder in accordance with Condition 146, the Principal Paying Fiscal Agent will notify the Issuer and the Trustee Bank thereof and furnish it with a copy of such notice. 24.3 19.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Issuer or the Trustee Bank prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Issuer or the Trustee Bank and delivered to such Agent and such certificate shall be a full authorisation to such Agent, in its capacity as such, for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

Appears in 1 contract

Samples: Fiscal Agency Agreement

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