Common use of RESPONSIBILITY OF THE PAYING AGENTS Clause in Contracts

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.

Appears in 6 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

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RESPONSIBILITY OF THE PAYING AGENTS. 17.1 18.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, Receipts Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, default or fraudbad faith, including that of its officers and employees. 17.2 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by any 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 109 (Events of Default), the Agent notifies the relevant Issuer of the fact and furnishes it with a copy of the notice. 17.3 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 any the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 6 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

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 Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt 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 any 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 as soon as reasonably practicable promptly on receiving any notice given by a Noteholder in accordance with Condition 108, 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 the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 4 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

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 Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, wilful default or fraudbad 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 any 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 109, 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 the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 4 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 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 gross negligence, default or fraudbad faith, including that of its officers and employees. 17.2 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by any 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 109, the Agent notifies the relevant Issuer of the fact and furnishes it with a copy of the notice. 17.3 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 any the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 4 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 No 18.1 Notwithstanding anything to the contrary in this Agreement or the Bonds or Coupons no Paying Agent shall be responsible or liable to anyone with respect to the validity of this Agreement or the Notes, Receipts Bonds or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Bond or Coupon except for its own gross negligence, default negligence or fraudwilful misconduct, including that of its officers and employees. 17.2 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by any the Issuer in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder Bondholder or Couponholder, with respect to such default, provided however that as soon as reasonably practicable immediately on receiving any notice given by a Noteholder Bondholder in accordance with Condition 1011, the Agent notifies the relevant Issuer of the fact and furnishes it with a copy of the notice. 17.3 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 any the Issuer prior to taking or suffering any action under this Agreement, such the 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. 18.4 No Paying Agent shall have any responsibility to monitor compliance by any other party or take any steps to ascertain whether any relevant event under the documentation has occurred.

Appears in 4 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 18.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, Receipts Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, wilful default or fraudbad faith, including that of its officers and employees. 17.2 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by any 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 as soon as reasonably practicable promptly on receiving any notice given by a Noteholder in accordance with Condition 108, the Agent notifies the relevant Issuer of the fact and furnishes it with a copy of the notice. 17.3 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 any the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 4 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 (1) No Paying Agent shall be responsible or accountable 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 fraudbad faith, including that of its officers and employees. 17.2 (2) No Paying Agent shall have any duty or responsibility in the case of any default by any 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 as soon as reasonably practicable on receiving forthwith upon receipt by the Agent of a notice given by a Noteholder in accordance with Condition 109, the Agent notifies will notify the relevant Issuer of the fact thereof and furnishes furnish it with a copy of the such notice. 17.3 (3) Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it necessary or desirable that any fact or matter be proved or established by any the Issuer prior to taking or suffering any action under this Agreementhereunder, 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 relevant Issuer and delivered to the such Paying Agent and the such certificate shall be a full authorisation to the such Paying Agent 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 the such certificate.

Appears in 3 contracts

Samples: Agency Agreement (International Lease Finance Corp), Agency Agreement (International Lease Finance Corp), Agency Agreement (International Lease Finance Corp)

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 Covered Bonds or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Covered Bond or Coupon except for its own gross negligence, default or fraudbad 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 any the Issuer in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder Noteholder, Covered Bondholder or Couponholder, with respect to such default, provided however that as soon as reasonably practicable immediately on receiving any notice given by a Noteholder or Covered Bondholder in accordance with Condition 1013 of the Note Conditions or Condition 12 of the Covered Bond Conditions, as applicable, 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 the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 3 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 No 18.1 Notwithstanding anything to the contrary in this Agreement or the Notes or Coupons no Paying Agent shall be responsible or liable to anyone with respect to the validity of this Agreement or the Notes, Receipts Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, default negligence or fraudwilful misconduct, including that of its officers and employees. 17.2 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by any 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 1012, the Agent notifies the relevant Issuer of the fact and furnishes it with a copy of the notice. 17.3 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 any the Issuer prior to taking or suffering any action under this Agreement, such the 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. 18.4 No Paying Agent shall have any responsibility to monitor compliance by any other party or take any steps to ascertain whether any relevant event under the documentation has occurred.

Appears in 3 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

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 Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, wilful default or fraudbad 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 any 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 108, 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 the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 3 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 No (1) The Paying Agent Agents shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes, Receipts or Coupons or for any act or omission by it any Paying Agent in connection with this Agreement or any Note, Receipt or Coupon except for its their own gross negligence, default or fraudbad faith, including that of its their respective officers and employees. 17.2 No (2) The Paying Agent Agents shall have any no duty or responsibility in the case of any default by any Issuer Obligor 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 forthwith upon receipt by the Agent of a notice given by a Noteholder in accordance with Condition 10, the Agent notifies will notify the relevant Issuer of the fact Obligors thereof and furnishes furnish it with a copy of the such notice. 17.3 (3) Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it necessary or desirable that any fact or matter be proved or established by any Issuer an Obligor prior to taking or suffering any action under this Agreementhereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may (save for manifest errors) be deemed to be conclusively proved and established by a certificate signed by the relevant Issuer Obligor and delivered to the such Paying Agent and the such certificate shall be a full authorisation to the such Paying Agent 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 the such certificate.

Appears in 2 contracts

Samples: Agency Agreement (Royal Ahold), Agency Agreement (Royal Ahold)

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 Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, default or fraudbad 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 Relevant Issuer or any Issuer of the relevant Guarantors in the performance of its obligations under the Conditions or, in or 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 noticeTrust Deed. 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 the Relevant Issuer, the relevant Guarantors or the Trustee prior to taking or suffering any action under this Agreement, such the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer, the relevant Issuer Guarantors or the Trustee, as the case may be, 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.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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 Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, default or fraudbad 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 any 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 109 (Events of Default), 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 the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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 Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt 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 any 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 as soon as reasonably practicable promptly on receiving any notice given by a Noteholder in accordance with Condition 1010 or Condition 11, as applicable, 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 the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 21.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, Receipts Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, default or fraudbad faith, including that of its officers and employees. 17.2 21.2 No Paying Agent shall have any duty or responsibility in the case of any default by any Issuer the Issuers or the Guarantor in the performance of its obligations under the Conditions or 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 10, the Principal Paying Agent notifies the relevant Issuer Issuer, the Guarantor and the Trustee of the fact and furnishes it with a copy of the notice. 17.3 21.3 Whenever in the performance of its duties under this Agreement a Paying an Agent shall deem it desirable that any matter be established by any Issuer the relevant Issuer, the Guarantor or the Trustee prior to taking or suffering any action under this Agreement, such the matter may be deemed to be conclusively established by a certificate signed by the relevant Issuer Issuer, the Guarantor or the Trustee 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.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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 Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, default or fraudwilful default, 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 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 as soon as reasonably practicable on receiving upon receipt of any notice given by a Noteholder in accordance with Condition 109, 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 the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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 fraudbad 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 any 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 109, 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 the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 21.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, Receipts Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, wilful default or fraud, including that of its officers and employees. 17.2 21.2 No Paying Agent shall have any duty or responsibility in the case of any default by any Issuer the Issuers or the Guarantor in the performance of its obligations under the Conditions or 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 10, the Principal Paying Agent notifies the relevant Issuer Issuer, the Guarantor and the Trustee of the fact and furnishes it with a copy of the notice. 17.3 21.3 Whenever in the performance of its duties under this Agreement a Paying an Agent shall deem it desirable that any matter be established by any Issuer the relevant Issuer, the Guarantor or the Trustee prior to taking or suffering any action under this Agreement, such the matter may be deemed to be conclusively established by a certificate signed by the relevant Issuer Issuer, the Guarantor or the Trustee 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.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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 Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt 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 any 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 as soon as reasonably practicable promptly on receiving any notice given by a Noteholder in accordance with Condition 10, as applicable, 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 the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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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 Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, default or fraudbad 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 Relevant Issuer or any Issuer Guarantor in the performance of its obligations under the Conditions or, in or 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 noticeTrust Deed. 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, any Issuer Guarantor or the Trustee prior to taking or suffering any action under this Agreement, such the matter may be deemed to be conclusively established by a certificate signed by the relevant Issuer Relevant Issuer, any Guarantor or the Trustee 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.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 No Paying Agent shall be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes, Receipts Notes or Coupons or (other than as provided in Clause 18 below) for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, default or fraud, including that of its officers and employeesCoupon. 17.2 No Paying Agent shall have any duty or responsibility in the case of any default by any the Relevant Issuer or (in the case of Guaranteed Notes) 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 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 noticeConditions. 17.3 Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it necessary or desirable that any fact or matter be proved or established by any Issuer the Relevant Issuer, (in the case of the Guaranteed Notes) the Guarantor or the Trustee prior to taking or suffering any action under this Agreementhereunder, 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 two authorised signatories of the relevant Issuer Relevant Issuer, (in the case of the Guaranteed Notes) the Guarantor or the Trustee and delivered to the such Paying Agent and the such certificate shall be a full authorisation to the such Paying Agent 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 the certificate.such certificate.‌

Appears in 1 contract

Samples: Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 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 gross negligence, default or fraudbad faith, including that of its officers and employees. 17.2 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by any 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 1010 (Events of Default), the Agent notifies the relevant Issuer of the fact and furnishes it with a copy of the notice. 17.3 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 any the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 1 contract

Samples: Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 18.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, Receipts Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, wilful default or fraudbad faith, including that of its officers and employees. 17.2 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by any 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 109, the Agent notifies the relevant Issuer of the fact and furnishes it with a copy of the notice. 17.3 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 any the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 1 contract

Samples: Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 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 gross negligence, default or fraudbad faith, including that of its officers and employees. 17.2 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by any 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 as soon as reasonably practicable immediately on receiving any 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 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 any the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 1 contract

Samples: Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 21.1 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes, Receipts Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, wilful default or fraud, including that of its officers and employees. 17.2 21.2 No Paying Agent shall have any duty or responsibility in the case of any default by any Issuer the Issuers or the Guarantor in the performance of its obligations under the Conditions or 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 10, the Principal Paying Agent notifies the relevant Issuer Issuer, the Guarantor and the Trustee of the fact and furnishes it with a copy of the notice. 17.3 21.3 Whenever in the performance of its duties under this Agreement a Paying an Agent shall deem it desirable that any matter be established by any Issuer the relevant Issuer, the Guarantor or the Trustee prior to taking or suffering any action under this Agreement, such the matter may be deemed to be conclusively established by a certificate signed by the relevant Issuer Issuer, the Guarantor or the Trustee and delivered to the Paying relevant Agent and the certificate shall be a full authorisation to the Paying relevant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.

Appears in 1 contract

Samples: Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 No 18.1 Notwithstanding anything to the contrary in this Agreement or the Notes or Coupons no Paying Agent shall be responsible or liable to anyone with respect to the validity of this Agreement or the Notes, Receipts Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, default negligence or fraudwilful misconduct, including that of its officers and employees. 17.2 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by any 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 1011, the Agent notifies the relevant Issuer of the fact and furnishes it with a copy of the notice. 17.3 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 any the Issuer prior to taking or suffering any action under this Agreement, such the 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. 18.4 No Paying Agent shall have any responsibility to monitor compliance by any other party or take any steps to ascertain whether any relevant event under the documentation has occurred.

Appears in 1 contract

Samples: Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 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 gross negligence, default or fraudbad faith, including that of its officers and employees. 17.2 18.2 No Paying Agent shall have any duty or responsibility in the case of any default by any 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 as soon as reasonably practicable immediately on receiving any notice given by a Noteholder in accordance with Condition 109, the Agent notifies the relevant Issuer of the fact and furnishes it with a copy of the notice.notice.‌ 17.3 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 any the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 1 contract

Samples: Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 No Paying Agent shall be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes, Receipts Notes or Coupons or (other than as provided in Clause 18 below) for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, default or fraud, including that of its officers and employeesCoupon. 17.2 No Paying Agent shall have any duty or responsibility in the case of any default by any the Relevant Issuer or (in the case of Guaranteed Notes) 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 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 noticeConditions. 17.3 Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it necessary or desirable that any fact or matter be proved or established by any Issuer the Relevant Issuer, (in the case of the Guaranteed Notes) the Guarantor or the Trustee prior to taking or suffering any action under this Agreementhereunder, 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 two authorised signatories of the relevant Issuer Relevant Issuer, (in the case of the Guaranteed Notes) the Guarantor or the Trustee and delivered to the such Paying Agent and the such certificate shall be a full authorisation to the such Paying Agent 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 the such certificate.

Appears in 1 contract

Samples: Agency Agreement

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 Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note, Receipt Note or Coupon except for its own gross negligence, default or fraudbad faith, including that of its officers and employees.employees.‌ 17.2 No Paying Agent shall have any duty or responsibility in the case of any default by the Relevant Issuer or any Issuer of the relevant Guarantors in the performance of its obligations under the Conditions or, in or 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 noticeTrust Deed. 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 the Relevant Issuer, the relevant Guarantors or the Trustee prior to taking or suffering any action under this Agreement, such the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer, the relevant Issuer Guarantors or the Trustee, as the case may be, 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.

Appears in 1 contract

Samples: Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 (a) No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the NotesCovered Bonds, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any NoteCovered Bond, Receipt or Coupon except for its own gross negligence, default or fraudbad faith, including that of its officers and employees. 17.2 (b) No Paying Agent shall have any duty or responsibility in the case of any default by any the Issuer in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder Covered Bondholder or Couponholder, with respect to such default, provided however that as soon as reasonably practicable immediately on receiving any notice given by a Noteholder Covered Bondholder in accordance with Condition 10, the Principal Paying Agent notifies the relevant Issuer of the fact and furnishes it with a copy of the notice. 17.3 (c) Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it desirable that any matter be established by any the Issuer prior to taking or suffering any action under this Agreement, such the 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.

Appears in 1 contract

Samples: Representative and Agency Agreement

RESPONSIBILITY OF THE PAYING AGENTS. 17.1 No 18.1 The Paying Agent Agents shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes, Receipts or Coupons or for any act or omission by it any Paying Agent in connection with this Agreement or any Note, Receipt or Coupon except for its their own gross negligence, default or fraudbad faith, including that of its their respective officers and employees. 17.2 No 18.2 The Paying Agent Agents shall have any no duty or responsibility in the case of any default by any 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 as soon as reasonably practicable on receiving forthwith upon receipt by the Agent of a notice given by a Noteholder in accordance with Condition 10, the Agent notifies will notify the relevant Issuer of the fact thereof and furnishes furnish it with a copy of the such notice. 17.3 18.3 Whenever in the performance of its duties under this Agreement a Paying Agent shall deem it necessary or desirable that any fact or matter be proved or established by any the Issuer prior to taking or suffering any action under this Agreementhereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may (save for manifest errors) be deemed to be conclusively proved and established by a certificate signed by the relevant Issuer and delivered to the such Paying Agent and the such certificate shall be a full authorisation to the such Paying Agent 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 the such certificate.

Appears in 1 contract

Samples: Agency Agreement (Royal Ahold)

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