RESPONSIBILITY OF THE PAYING AGENTS Sample Clauses

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt or Coupon except for its own gross negligence, default or fraud, including that of its officers and employees. 17.2 No Paying Agent shall have any duty or responsibility in the case of any default by any Issuer in the performance of its obligations under 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 as soon as reasonably practicable on receiving notice given by a Noteholder in accordance with Condition 10, the Agent notifies the relevant Issuer of the fact and furnishes it with a copy of the notice. 17.3 Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it desirable that any matter be established by any Issuer prior to taking or suffering any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by the relevant Issuer and delivered to the Paying Agent and the certificate shall be a full authorisation to the Paying Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt or Coupon except for its own gross negligence, wilful default or bad faith, including that of its officers and employees. 17.2 No Paying Agent shall have any duty or responsibility in the case of any wilful default by the Issuer in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such wilful default. 17.3 Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it desirable that any matter be established by the Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Issuer and delivered to the Paying Agent and the certificate shall be a full authorisation to the Paying Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.

RESPONSIBILITY OF THE PAYING AGENTS. 18.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own negligence, default or bad faith, including that of its officers and employees. 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by the Issuer in the performance of its obligations under 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 immediately on receiving any notice given by a Noteholder in accordance with Condition 9 (Events of default), the Agent notifies the Issuer of the fact and furnishes it with a copy of the notice. 18.3 Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it desirable that any matter be established by the Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Issuer and delivered to the Paying Agent and the certificate shall be a full authorisation to the Paying Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.

RESPONSIBILITY OF THE PAYING AGENTS. 18.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt or Coupon except for its own negligence, default or bad faith, including that of its officers and employees. 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by either of the Issuers or the Guarantor in the performance of its obligations under 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 immediately on receiving any notice given by a Noteholder in accordance with Condition 10 (Events of Default), the Agent notifies the Issuers and the Guarantor of the fact and furnishes it with a copy of the notice. 18.3 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any state or jurisdiction (including but not limited to the European Union, the United States of America or, in each case, any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own gross negligence, wilful default or fraud, including that of its officers and employees. 17.2 No Paying Agent shall have any duty or responsibility in the case of any default by the Issuers or the Guarantor in the performance of their obligations under the Conditions. 17.3 Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it desirable that any matter be established by the relevant Issuer or the Guarantor prior to taking or suffering any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by the relevant Issuer or the Guarantor and delivered to the Paying Agent and the certificate shall be a full authorisation to the Paying Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.

RESPONSIBILITY OF THE PAYING AGENTS. 18.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, or Coupons or for any act or omission by it in connection with this Agreement or any Note, or Coupon except for its own negligence, default or bad faith, including that of its officers and employees. 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by the Issuer or the Guarantors in the performance of its obligations under the Conditions, the Trust Deed or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given by a Noteholder in accordance with Condition 9 (Events of Default), the Agent notifies the Issuer, the Trustee and, where applicable, the Guarantors of the fact and furnishes it with a copy of the notice]. 18.3 Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it desirable that any matter be established by the Issuer, the Trustee or any Guarantor prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Issuer, the Trustee or any Guarantor and delivered to the Paying Agent and the certificate shall be a full authorisation to the Paying Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 18.4 Notwithstanding any other provisions of this Agreement, if the Agent is rendered unable to carry out its obligations under this Agreement as a result of the occurrence of a Force Majeure Event, the Agent shall not be liable for any failure to carry out such obligations for so long as it is so prevented.

RESPONSIBILITY OF THE PAYING AGENTS. 21.1 No Paying Agent shall be responsible to anyone for any act or omission by it in connection with this Agreement or any Note, Receipt or Coupon except for its own negligence, default or bad faith, including that of its officers, employees and agents 21.2 No Paying Agent shall have any liability for any default by any Issuer in the performance of such Issuer’s obligations under the Conditions (other than a default caused by a Paying Agent). 21.3 If the Issuing and Principal Paying Agent receives a notice given by a Noteholder in accordance with Condition 10 it shall promptly advise the relevant Issuer of the fact and furnish it with a copy of the notice. 21.4 Whenever in the performance of its duties under this Agreement a Paying Agent shall reasonably deem it desirable that any matter be established by any Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the relevant Issuer and delivered to the Paying Agent.

RESPONSIBILITY OF THE PAYING AGENTS. ‌ 17.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own negligence, default or bad faith, including that of its officers and employees. 17.2 No Paying Agent shall have any duty or responsibility in the case of any default by the Issuer in the performance of its obligations under 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 immediately on receiving any notice given by a Noteholder in accordance with Condition 10 (Events of Default), the Agent notifies the Issuer of the fact and furnishes it with a copy of the notice. 17.3 Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it desirable that any matter be established by the Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Issuer and delivered to the Paying Agent and the certificate shall be a full authorisation to the Paying Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 17.4 The Parties hereby agree that the Agent will implement the measures it deems necessary or appropriate in the context of prevention of money laundering and terrorism financing activities, in accordance with applicable laws of the Grand Duchy of Luxembourg regarding the prevention of money laundering and terrorism financing activities (“KYC/AML”), the relevant circulars and regulations issued by the CSSF and the Agent’s internal procedures. The Issuer commits that it shall assist the Agent in proceeding with the required verifications in the context of its KYC/AML obligations and that they shall in particular ensure that all persons required to provide information to the Agent in this context shall provide such information to the Agent in a timely manner. Notwithstanding and without prejudice to the above, the Issuer shall as soon as possible notify the Agent in writing of any change in its name, legal form, jurisdiction of incorporation, registered office, or any other material aspect of its entity that may affect its obligations under the Programme or the Notes.

RESPONSIBILITY OF THE PAYING AGENTS. ‌ 17.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own negligence, default or bad faith, including that of its officers and employees. 17.2 No Paying Agent shall have any duty or responsibility in the case of any default by the Issuer in the performance of its obligations under 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 immediately on receiving any notice given by a Noteholder in accordance with Condition 10 (Events of Default), the Agent notifies the Issuer of the fact and furnishes it with a copy of the notice. 17.3 Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it desirable that any matter be established by the Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Issuer and delivered to the Paying Agent and the certificate shall be a full authorisation to the Paying Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 17.4 The Parties hereby agree that the Agent will implement the measures it deems necessary or appropriate in the context of prevention of money laundering and terrorism financing activities, in accordance with applicable laws of the Grand Duchy of Luxembourg regarding the prevention of money laundering and terrorism financing activities (“KYC/AML”), the relevant circulars and regulations issued by the CSSF and the Agent’s internal procedures. The Issuer commits that it shall assist the Agent in proceeding with the required verifications in the context of its KYC/AML obligations and that they shall in particular ensure that all persons required to provide information to the Agent in this context shall provide such information to the Agent in a timely manner. Notwithstanding and without prejudice to the above, the Issuer shall as soon as possible notify the Agent in writing of any change in its name, legal form, jurisdiction of incorporation, registered office, or any other material aspect of its entity that may affect its obligations under the Programme or the Notes.

RESPONSIBILITY OF THE PAYING AGENTS. 18.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, or Coupons or for any act or omission by it in connection with this Agreement or any Note, or Coupon except for its own negligence, default or bad faith, including that of its officers and employees. 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by the Issuer or the Guarantors in the performance of its obligations under the Conditions, the Trust Deed or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given by a Noteholder in accordance with Condition 9 (Events of Default and Enforcement), the Agent notifies the Issuer, the Trustee and, where applicable, the Guarantors of the fact and furnishes it with a copy of the notice. 18.3 Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it desirable that any matter be established by the Issuer, the Trustee or any Guarantor prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Issuer, the Trustee or any Guarantor and delivered to the Paying Agent and the certificate shall be a full authorisation to the Paying Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 18.4 Notwithstanding any other provisions of this Agreement, if the Agent is rendered unable to carry out its obligations under this Agreement as a result of the occurrence of a Force Majeure Event, the Agent shall not be liable for any failure to carry out such obligations for so long as it is so prevented.