Terms of Appointment. (a) Rights and powers Each Agent may, in connection with the services it renders hereunder: (i) assume that the Conditions as issued are correct; (ii) refer any question relating to the ownership of any of the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes to the Issuer for determination by the Issuer and rely upon any determination so made; (iii) rely upon, and be protected against any liability for acting on, the terms of any notice, communication or other paper or document believed by it, acting reasonably, to be genuine and from the proper party; (iv) engage and pay for the advice or services of any lawyers, or other experts whose advice or services it considers necessary, at the expense of the Issuer acting reasonably and rely upon any advice so obtained (and the Agents shall be protected and shall incur no liability to the Issuer in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith); and (v) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments of which within a reasonable time is not, in its reasonable opinion, assured to it. (b) Extent of duties Each Agent shall only be obliged to perform the duties specifically set out herein or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not: (i) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the Issuer; or (ii) be responsible for or liable in respect of the legality, validity, authorisation or enforceability of any of the Notes or any act or omission of any other person. (c) Indemnity in favour of the Agents The Issuer shall indemnify each Agent and each of their respective officers, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party) against any claim, demand, action, liability, damages, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreement, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss. (d) Indemnity in favour of the Issuer Each Agent shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s own gross negligence or wilful default or that of its officers, directors or employees incurred as a result of or in connection with any breach by the relevant Agent of the terms of this Agreement or the relevant Agent's own gross negligence or wilful default or that of its officers, directors, employees or agents. This indemnity shall continue in full force and effect notwithstanding any the termination or expiry of this Agreement. No Agent shall be liable for any consequential or indirect loss.
Appears in 4 contracts
Samples: Paying Agency Agreement, Paying Agency Agreement, Paying Agency Agreement
Terms of Appointment. (a) Rights 17.1 Each of the Agents, the Transfer Agent and powers Each Agent the Registrar may, in connection with the its services it renders hereunder:
(i) 17.1.1 assume that the Conditions terms of each Instrument as issued are correct;
(ii) 17.1.2 refer any question relating to the ownership of any of the Notes Instrument or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Instrument to the Issuer for determination by the Issuer and rely upon any determination so made;
(iii) 17.1.3 rely upon, and be protected against any liability for acting on, upon the terms of any notice, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from genuine; and
17.1.4 with the proper party;
(iv) written consent of the Issuer consult or engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and such Agent or, as the Agents case may be, the Registrar shall be protected and shall incur no liability to as against the Issuer in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(v) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each Agent shall only be obliged 17.2 Notwithstanding anything to perform the duties specifically set out contrary expressed or implied herein or in the Conditions terms and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against conditions applicable to any Instruments none of the Agents other than nor the duty to act honestly and Registrar shall in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) connection with their services hereunder, be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the Issuer; or
(ii) be responsible for or liable in respect of the legality, validity, authorisation or enforceability of any of the Notes or any act or omission of any other person.
(c) Indemnity in favour . Each of the Agents and the Registrar shall act solely as agent of the Issuer.
17.3 Each of the Agents and the Registrar may purchase, hold and dispose of Instruments and may enter into any transaction (including, without limitation, any depository, trust or agency transaction) with any holders or owners of any Instruments or with any other party hereto in the same manner as if it had not been appointed as the agent of the Issuer in relation to the Instruments.
17.4 The Issuer shall indemnify each Agent of the Agents and each of their respective officers, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party) the Registrar against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to without limitation, reasonable legal fees and any applicable value added tax) which it such indemnified party may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 816.1 and otherwise than by reason of such indemnified party's gross negligence or wilful misconduct, as a result of or that arising out of its officers, directors or employeesin relation to such indemnified party acting as the agent of the Issuer in relation to Instruments. This Such indemnity shall continue in full force and effect notwithstanding any survive the termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect lossAgreement and the resignation and/or removal of the Agents and the Registrar.
(d) Indemnity in favour 17.5 Each of the Issuer Each Agent Agents and the Registrar shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to without limitation, reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason as a result of or arising out of or in relation to the Issuer’s own gross negligence or wilful default misconduct of such Agent or that Registrar or of its officers, directors or employees incurred as a result of or in connection with any breach by the relevant Agent of the terms of this Agreement or the relevant Agent's own gross negligence or wilful default or that of its officers, directors, employees or agentsrelation to Instruments. This Such indemnity shall continue in full force and effect notwithstanding any survive the termination or expiry of this Agreement. .
17.6 The obligations of each of the Agents and the Registrar are several and not joint.
17.7 Each of the Agents and the Registrar shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against any Agent.
17.8 Each of the Agents and the Registrar shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in relation to any issue of Instruments in reliance upon any Instrument, notice, direction, consent, certificate, affidavit, statement, fax, email or other paper or document reasonably believed by it to be genuine and to have been passed or signed by the proper parties.
17.9 Each of the Agents and the Registrar and their officers, directors and employees may become owner of, or acquire any interest in any Instruments with the same rights that it or he would have if it or he was not appointed hereunder, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of Holders or other obligations of the Issuer as freely as if such Paying Agent, Transfer Agent or Registrar was not appointed under this Agreement.
17.10 No money held by the Agents or the Registrar need be segregated except as required by law.
17.11 No Agent shall be liable for any consequential or indirect lossloss of any kind whatsoever or for loss of business, goodwill, opportunity or profit.
17.12 If conflicting, unclear or equivocal instructions are received, the Agents shall have no obligations other than to notify the Issuer of the conflicting, unclear or ambiguous instructions and request that the same be rectified or remedied.
17.13 If any of the Fiscal Agent, Registrar or the Transfer Agent reasonably considers that it is, or may be, obliged to:
17.13.1 withhold, or refuse to make, any payment in relation to any Instrument, or
17.13.2 refuse to recognise, register or otherwise facilitate the sale, transfer or cancellation of any Instrument, or
17.13.3 refrain from taking any other action or duty otherwise provided for in this Agreement, in each case on account of restrictions, obligations or duties imposed upon such party by any Sanctions Authority, then the Fiscal Agent, Registrar or the Transfer Agent (as applicable) shall, where permissible by law, notify the Issuer as soon as reasonably practicable of its intention to take any such action (or to refrain from action), and the reasons therefor. If reasonably practicable in the circumstances, the Issuer may require the Fiscal Agent, Registrar or the Transfer Agent (as applicable) to provide an opinion of independent legal counsel of recognised standing (at the cost and expense of the Issuer) confirming that the proposed course of action is necessary or advisable in order to ensure compliance with applicable Sanctions legislation.
17.14 Notwithstanding anything else contained herein, the Fiscal Agent, Registrar and Transfer Agent may following, to the extent permissible by law, discussions with the Issuer in accordance with Clause 17.13 above, refrain without liability from doing anything that could reasonably be expected to:
17.14.1 result in any payments made under this Agreement being used to fund any trade, business or other activities involving or for the benefit of any Restricted Party; or
17.14.2 result in any of the Fiscal Agent, Registrar or the Transfer Agent being in breach of any Sanctions (if and to the extent applicable to any of them).
17.15 Notwithstanding the foregoing provisions of Clauses 17.13 and 17.14, the Fiscal Agent, Registrar or the Transfer Agent shall not be relieved of responsibility from making payments in respect of, or recognising, registering or facilitation the transfer of, any other Instrument or Instruments (including Instruments of the same Series), or performing its other duties under this Agreement, where such payments, transfers or other duties or obligations may be made, undertaken or performed without breach of applicable Sanctions.
17.16 Each party hereto shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Instruments as that other party reasonably requests for the purposes of that other party's compliance with any provisions relating to FATCA Withholding which might be applicable to the Instruments and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 17.16 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any:
(a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.
17.17 The Issuer shall notify an Agent in the event that it determines that any payment to be made by such Agent under the Instruments is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer's obligation under this Clause 17.17 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Instruments, or both.
17.18 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Instruments for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 17.18.
17.19 In the event that the Issuer determines in its sole discretion that withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Instruments, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Agents of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 17.19.
Appears in 3 contracts
Samples: Fiscal Agency Agreement, Fiscal Agency Agreement, Fiscal Agency Agreement
Terms of Appointment. (a) Rights 14.1 Each of the Paying Agents, the Transfer Agent and powers Each Agent the Registrar may, in connection with the its services it renders hereunder:
(ia) (in the case of Bearer Covered Bonds only) except as ordered by a court of competent jurisdiction or as required by law and notwithstanding any notice to the contrary or any memorandum thereon, treat the bearer of any Covered Bond as the absolute owner thereof and make payments thereon accordingly;
(b) assume that the Conditions terms of each Covered Bond as issued are correct;
(iic) refer any question relating to the ownership of any of the Notes Covered Bond or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Covered Bond to the Issuer for determination by the Issuer and rely upon any determination so made;
(iiid) rely upon, and be protected against any liability for acting on, upon the terms of any notice, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper party;genuine; and
(ive) upon consultation with and at the expense of the Issuer, consult or engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and such Paying Agent, Transfer Agent or, as the Agents case may be, such Registrar shall be protected and shall incur no liability to as against the Issuer in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(v) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each Agent shall only be obliged 14.2 Notwithstanding anything to perform the duties specifically set out contrary expressed or implied herein or in the Conditions terms and such other duties as are necessarily incidental thereto and no implied duties or obligations conditions applicable to any Covered Bonds none of the Paying Agents nor the Registrar nor the Transfer Agent shall be read into this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) connection with their services hereunder, be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for or with, towards any person other than the Issuer; or
(ii) , be responsible for or liable in respect of the legalityauthorisation, validity, authorisation validity or enforceability legality of any of the Notes Covered Bond issued or paid by it hereunder or any act or omission of any other personperson (including, without limitation, any other party hereto) or be under any obligation towards any person other than the Issuer and, in the case of the Paying Agents, the other Paying Agents. Each of the Paying Agents, the Registrar and the Transfer Agent shall act solely as agent of the Issuer.
(c) Indemnity in favour 14.3 Each of the Agents Paying Agents, the Registrar and the Transfer Agent may purchase, hold and dispose of Covered Bonds and may enter into any transaction (including, without limitation, any depository, trust or agency transaction) with any holders or owners of any Covered Bonds or with any other party hereto in the same manner as if it had not been appointed as the agent of the Issuer in relation to the Covered Bonds.
14.4 The Issuer shall indemnify each of the Paying Agents, the Registrar and the Transfer Agent and each of their respective officers, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to without limitation, reasonable legal fees and any applicable value added tax) which it such indemnified party may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 813.1 and otherwise than by reason of such indemnified party's own breach of this Agreement, negligence or that wilful misconduct, as a result of its officers, directors or employeesarising out of or in relation to such indemnified party acting as the agent of the Issuer in relation to Covered Bonds. This Such indemnity shall continue in full force and effect notwithstanding any survive the termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour 14.5 Each of the Issuer Each Paying Agents, the Transfer Agent and the Registrar shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to without limitation, reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason as a result of or arising out of or in relation to the Issuer’s own gross breach of this Agreement, negligence or wilful default misconduct of such Paying Agents, Transfer Agent or that Registrar or of its officers, directors or employees incurred as a result of or in connection with any breach by the relevant Agent of the terms of this Agreement or the relevant Agent's own gross negligence or wilful default or that of its officers, directors, employees or agentsrelation to Covered Bonds. This Such indemnity shall continue in full force and effect notwithstanding any survive the termination or expiry of this Agreement. No In no circumstances will the Paying Agents, Transfer Agent or the Registrar be liable to the Issuer or to any other party to this Agreement for losses which are not a direct consequence of an act or omission of the relevant Agent. None of the Paying Agents, the Transfer Agent or the Registrar shall be liable for any consequential or indirect loss of any kind whatsoever or for loss of business, goodwill or opportunity or profit, even if the Paying Agents, the Transfer Agent or the Registrar are advised of the possibility of such loss.
14.6 The obligations of each of the Paying Agents, the Transfer Agent and the Registrar are several and not joint.
14.7 Each of the Paying Agents, the Transfer Agent and the Registrar shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against any Agent.
14.8 Each of the Paying Agents, the Transfer Agent and the Registrar shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in relation to any issue of Covered Bonds in reliance upon any Covered Bond, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been passed or signed by the proper parties.
14.9 Each of the Paying Agents, the Transfer Agent and the Registrar and their officers, directors and employees may become owner of, or acquire any interest in any Covered Bonds with the same rights that it or he would have if it or he was not appointed hereunder, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of Holders or other obligations of the Issuer as freely as if such Paying Agent, Transfer Agent or Registrar was not appointed under this Agreement.
14.10 Money held by the Paying Agents, the Transfer Agent or the Registrar will not be subject to the FCA Client Money Rules and will not need to be segregated except as required by law.
14.11 Each of the Paying Agents, the Transfer Agent and the Registrar shall notify the Issuer as soon as reasonably practicable if it fails to become, or ceases to be, a Participating FFI. For the avoidance of any doubt, such notice may be provided by way of a public announcement.
14.12 If any of the Fiscal Agent, Registrar or Transfer Agent reasonably considers that it is, or may be, obliged to:
(a) withhold, or refuse to make, any payment in relation to any Covered Bond, or
(b) refuse to recognise, register or otherwise facilitate the sale, transfer or cancellation of any Covered Bond, or
(c) refrain from taking any other action or duty otherwise provided for in this Agreement, in each case on account of restrictions, obligations or duties imposed upon such party by any Sanctions Authority, then the Fiscal Agent, Registrar or Transfer Agent (as applicable) shall, where permissible by law, notify the relevant Issuer as soon as reasonably practicable of its intention to take any such action (or to refrain from action), and the reasons therefor. If reasonably practicable in the circumstances, the relevant Issuer may require the Fiscal Agent, Registrar or Transfer Agent (as applicable) to provide an opinion of independent legal counsel of recognised standing (at the cost and expense of the relevant Issuer) confirming that the proposed course of action is necessary or advisable in order to ensure compliance with applicable Sanctions legislation.
14.13 Notwithstanding anything else contained herein, the Fiscal Agent, Registrar or Transfer Agent may, following discussions with the relevant Issuer in accordance with Clause 14.12 above, refrain without liability from doing anything that could reasonably be expected to:
(a) result in any payments made under this Agreement being used to fund any trade, business or other activities involving or for the benefit of any Restricted Party; or
(b) result in any of the Fiscal Agent, Registrar or Transfer Agent being in breach of any Sanctions (if and to the extent applicable to any of them).
14.14 Notwithstanding the foregoing provisions of Clauses 14.12 and 14.13, the Fiscal Agent, Registrar or Transfer Agent shall not be relieved of responsibility from making payments in respect of, or recognising, registering or facilitation the transfer of, any other Covered Bond or Covered Bonds (including Covered Bonds of the same Series), or performing its other duties under this Agreement, where such payments, transfers or other duties or obligations may be made, undertaken or performed without breach of applicable Sanctions.
14.15 Each party hereto shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with any provisions relating to FATCA Withholding which might be applicable to the Covered Bonds and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 14.15 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.
14.16 The Issuer shall notify a Paying Agent in the event that it determines that any payment to be made by such Paying Agent under the Covered Bonds is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer's obligation under this Clause 14.16 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Covered Bonds, or both.
14.17 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Covered Bonds for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Paying Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the relevant Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount.
14.18 In the event that the Issuer determines in its sole discretion that withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Paying Agents on any Covered Bonds, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deductions or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Paying Agents of any such redirection or reorganisation.
14.19 Notwithstanding anything else contained herein, each Paying Agent, Transfer Agent or Registrar (as applicable), following prior consultation with the Issuer where practicable and legally permissible, 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 Finland, the United States of America or any jurisdiction forming a part of it and England & Wales) or any applicable directive (to the extent implemented in the relevant member state of the European Economic Area) or regulation and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.
Appears in 3 contracts
Samples: Fiscal Agency Agreement, Fiscal Agency Agreement, Fiscal Agency Agreement
Terms of Appointment. 15.01 Each of the Agents and (ain the case of (e), (f) Rights and powers Each (g)) each Calculation Agent may, in connection with the its services it renders hereunder:
(ia) (in the case of Bearer Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law or as otherwise provided therein and notwithstanding any notice to the contrary or any memorandum thereon, treat the bearer of any Covered Bond or Coupon as the absolute owner thereof and make payments thereon accordingly;
(b) (in the case of Registered Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law, treat the registered holder of any Covered Bond as the absolute owner thereof and make payments thereon accordingly;
(c) assume that the Conditions terms of each Covered Bond, Receipt or Coupon as issued are correct;
(iid) refer any question relating to the ownership of any of the Notes Covered Bond, Receipt or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Covered Bond, Receipt or Coupon to the Issuer for determination by the Issuer and rely upon any determination so made;
(iiie) rely upon, and be protected against any liability for acting on, upon the terms of any notice, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper partygenuine;
(ivf) engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and such Paying Agent, such Registrar or, as the Agents case may be, such Calculation Agent shall be protected and shall incur no liability to as against the Issuer or the Guarantor LP in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(vg) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each Agent shall only be obliged to perform the duties specifically set out herein or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into 15.02 In acting under this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the Issuer; or
(ii) be responsible for or liable in respect of the legality, validity, authorisation or enforceability of any of the Notes or any act or omission of any other person.
(c) Indemnity in favour of the Agents The Issuer shall indemnify each Agent and each of their respective officers, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party) against any claim, demand, action, liability, damages, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting Covered Bonds, each Agent shall act solely as agent of the Issuer in relation to and the Notes pursuant to Guarantor LP (or for the terms purposes only of this Agreement, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour of the Issuer Each Agent shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s own gross negligence or wilful default or that of its officers, directors or employees incurred as a result of or in connection with any breach by the relevant Agent of the terms of this Agreement or the relevant Agent's own gross negligence or wilful default or that of its officers, directors, employees or agents. This indemnity shall continue in full force and effect notwithstanding any the termination or expiry of this Agreement. No Agent shall be liable for any consequential or indirect loss.sub-clause
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
Terms of Appointment. 15.01 Each of the Agents and (ain the case of (e), (f) Rights and powers Each (g)) each Calculation Agent may, in connection with the its services it renders hereunder:
(ia) (in the case of Bearer Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law or as otherwise provided therein and notwithstanding any notice to the contrary or any memorandum thereon, treat the bearer of any Covered Bond or Coupon as the absolute owner thereof and make payments thereon accordingly;
(b) (in the case of Registered Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law, treat the registered holder of any Covered Bond as the absolute owner thereof and make payments thereon accordingly;
(c) assume that the Conditions terms of each Covered Bond, Receipt or Coupon as issued are correct;
(iid) refer any question relating to the ownership of any of the Notes Covered Bond, Receipt or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Covered Bond, Receipt or Coupon to the Issuer for determination by the Issuer and rely upon any determination so made;
(iiie) rely upon, and be protected against any liability for acting on, upon the terms of any notice, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper partygenuine;
(ivf) engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and such Paying Agent, such Registrar or, as the Agents case may be, such Calculation Agent shall be protected and shall incur no liability to as against the Issuer or the Guarantor LP in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(vg) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each 15.02 In acting under this Agreement and in connection with the Covered Bonds, each Agent shall act solely as agent of the Issuer and the Guarantor LP (or for the purposes only be obliged to perform of sub-clause 2.06 above, the duties specifically set out herein Bond Trustee) and will not thereby assume any obligations towards or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for to or withwith any other person except as provided in Clause 6.05, any person other than the Issuer; or
(ii) 6.07, 14.03 and 15.04 hereof, or be responsible for or liable in respect of the legalityauthorisation, validity, authorisation validity or enforceability legality of any of the Notes Covered Bond, Receipt or Coupon issued or paid by it hereunder or any act or omission of any other personperson (including, without limitation, any other party hereto and, in the case of the Calculation Agent, any bank from whom any quote may have been obtained).
15.03 Each Agent and Calculation Agent may purchase, hold and dispose of Covered Bonds or Coupons and may enter into any transaction (cincluding, among other transactions, any depositary, trust or agency transaction) Indemnity with any Holders or owners of any Covered Bonds or Coupons or with any other party hereto in favour the same manner as if it had not been appointed as the agent of the Agents Issuer, the Guarantor LP or, for the purposes only of sub-clause 2.06 above, the Bond Trustee, in relation to the Covered Bonds.
15.04 The Issuer shall indemnify (and following a Covered Bond Guarantee Activation Event, the Guarantor LP) each Agent and each of their respective officersCalculation Agent (each, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party“indemnified party”) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable without limitation, legal fees and any applicable value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force 14.01 and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour of the Issuer Each Agent shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s its own gross negligence or wilful default misconduct, as a result or that arising out of or in relation to its acting as the agent of the Issuer and the Guarantor LP (and, for the purposes only of sub-clause 2.06 above, the Bond Trustee) in relation to the Covered Bonds. The foregoing indemnity shall extend also to the employees, officers, directors or employees incurred as a result and agents of or in connection with such indemnified party and to any breach by person controlling any indemnified party (within the relevant Agent meaning of the terms Securities Act) and the Issuer and the Guarantor LP agrees that each indemnified party shall have and hold the covenants of the Issuer and Guarantor LP contained in this Agreement or Clause 15.04 in trust for the relevant Agent's own gross negligence or wilful default or that benefit of its respective employees, officers, directors, employees agents and controlling person.
15.05 The Agents agree that if any information that is required by the Issuing and Paying Agent to perform the duties set out in the Fifth Schedule becomes known to it, it will provide such information to the Issuing and Paying Agent.
15.06 The Issuer and the Guarantor LP hereby covenant with the Agents that they will provide the Agents with such information as may be available to them so as to assist the Agents to determine whether or agents. This indemnity shall continue not such is obliged, in full force and effect notwithstanding respect of any payments to be made by it pursuant to the termination or expiry Transaction Documents, to make any FATCA Withholding.
15.07 The obligations of this Agreement. No Agent the Agents hereunder shall be liable for any consequential or indirect lossseveral and not joint.
Appears in 2 contracts
Samples: Agency Agreement (RBC Covered Bond Guarantor Limited Partnership), Agency Agreement (RBC Covered Bond Guarantor Limited Partnership)
Terms of Appointment. (a1) Rights and powers Each Agent of the Agents may, in connection with the its services it renders hereunder:
(ia) except as ordered by a court of competent jurisdiction or as required by law, treat the registered holder of the Global Certificate as the owner thereof and make payments thereon accordingly;
(b) assume that the Conditions terms of the Notes as issued are correct;
(iic) refer any question relating to the ownership of any of the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes to the Issuer for determination by the Issuer and rely upon any determination so made;
(iii) rely upon, and be protected against any liability for acting on, the terms of any notice, communication or other paper or document reasonable believed by it, acting reasonably, it to be genuine and from the proper partygenuine;
(ivd) engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and the Agents obtained. Such Agent shall be protected and shall incur no liability to as against the Issuer in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(ve) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b2) Extent of duties Each Agent shall only be obliged to perform In acting hereunder and in connection with the duties specifically set out herein or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against Notes, the Agents other than shall act solely as agents of the duty to act honestly Issuer and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under will not thereby assume any fiduciary duty obligations towards or other obligation towards, or have any relationship of agency or trust for or with, with any person other than of the Issuer; orHolders.
(ii3) In acting hereunder and in connection with the Notes, the Agents shall not be responsible liable for or liable in respect of the legality, validity, authorisation validity or enforceability of any of the Notes or any act or omission of any other personNotes.
(c4) Indemnity Each Agent may purchase, hold and dispose of Notes and may enter into any transaction (including, among other transactions, any depositary, trust or agency transaction) with any Holder or with any other party hereto in favour the same manner as if it had not been appointed as the agent of the Agents Issuer.
(5) The Issuer shall indemnify each Agent and each of their respective officers, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party) against any claim, demand, action, liability, damages, loss or properly incurred cost or expense (including, but not limited to reasonable including legal fees and any applicable value added tax) which it such Agent may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour of the Issuer Each Agent shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s own gross negligence or wilful default or that of its officers, directors or employees incurred as a result of or arising out of any negligent or willful breach by such Agent of its obligations under this Agreement.
(6) The obligations of the Agents hereunder shall be several and not joint.
(7) The Issuer shall provide the Registrar with a list of persons authorized to execute documents and take action on its behalf in connection with any breach this Agreement, such list to be signed by the relevant Agent two duly authorized signatories of the terms Issuer. The Issuer shall notify the Registrar immediately if any of this Agreement such persons ceases to be so authorized or if any additional person becomes so authorized by notice signed by two duly authorized signatories of the relevant Agent's own gross negligence or wilful default or that of its officers, directors, employees or agents. This indemnity shall continue in full force and effect notwithstanding any the termination or expiry of this Agreement. No Agent shall be liable for any consequential or indirect lossIssuer.
Appears in 2 contracts
Samples: Agency Agreement (Landeskreditbank Baden Wurttemberg Forderbank), Agency Agreement (Landeskreditbank Baden Wurttemberg Forderbank)
Terms of Appointment. 15.01 Each of the Agents and (ain the case of (e), (f) Rights and powers Each (g)) each Calculation Agent may, in connection with the its services it renders hereunder:
(ia) (in the case of Bearer Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law or as otherwise provided therein and notwithstanding any notice to the contrary or any memorandum thereon, treat the bearer of any Covered Bond or Coupon as the absolute owner thereof and make payments thereon accordingly;
(b) (in the case of Registered Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law, treat the registered holder of any Covered Bond as the absolute owner thereof and make payments thereon accordingly;
(c) assume that the Conditions terms of each Covered Bond, Receipt or Coupon as issued are correct;
(iid) refer any question relating to the ownership of any of the Notes Covered Bond, Receipt or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Covered Bond, Receipt or Coupon to the Issuer for determination by the Issuer and rely upon any determination so made;
(iiie) rely upon, and be protected against any liability for acting on, upon the terms of any notice, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper partygenuine;
(ivf) engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and such Paying Agent, such Registrar or, as the Agents case may be, such Calculation Agent shall be protected and shall incur no liability to as against the Issuer or the Guarantor LP in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(vg) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each 15.02 In acting under this Agreement and in connection with the Covered Bonds, each Agent shall act solely as agent of the Issuer and the Guarantor LP (or for the purposes only be obliged to perform of sub-clause 2.05 above, the duties specifically set out herein Bond Trustee) and will not thereby assume any obligations towards or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for to or withwith any other person except as provided in Clause 6.05, any person other than the Issuer; or
(ii) 6.07, 14.03 and 15.04 hereof, or be responsible for or liable in respect of the legalityauthorisation, validity, authorisation validity or enforceability legality of any of the Notes Covered Bond, Receipt or Coupon issued or paid by it hereunder or any act or omission of any other personperson (including, without limitation, any other party hereto and, in the case of the Calculation Agent, any bank from whom any quote may have been obtained).
15.03 Each Agent and Calculation Agent may purchase, hold and dispose of Covered Bonds or Coupons and may enter into any transaction (cincluding, among other transactions, any depositary, trust or agency transaction) Indemnity with any Holders or owners of any Covered Bonds or Coupons or with any other party hereto in favour the same manner as if it had not been appointed as the agent of the Agents Issuer, the Guarantor LP or, for the purposes only of sub-clause 2.05 above, the Bond Trustee, in relation to the Covered Bonds.
15.04 The Issuer shall indemnify (and following a Covered Bond Guarantee Activation Event, the Guarantor LP) each Agent and each of their respective officersCalculation Agent (each, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party“indemnified party”) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable without limitation, legal fees and any applicable value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force 14.01 and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour of the Issuer Each Agent shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s its own gross negligence or wilful default misconduct, as a result or that arising out of or in relation to its acting as the agent of the Issuer and the Guarantor LP (and, for the purposes only of sub-clause 2.05 above, the Bond Trustee) in relation to the Covered Bonds. The foregoing indemnity shall extend also to the employees, officers, directors or employees incurred as a result and agents of or in connection with such indemnified party and to any breach by person controlling any indemnified party (within the relevant Agent meaning of the terms Securities Act) and the Issuer and the Guarantor LP agrees that each indemnified party shall have and hold the covenants of the Issuer and Guarantor LP contained in this Agreement or Clause 15.04 in trust for the relevant Agent's own gross negligence or wilful default or that benefit of its respective employees, officers, directors, employees agents and controlling person.
15.05 The Agents agree that if any information that is required by the Issuing and Paying Agent to perform the duties set out in the Fifth Schedule becomes known to it, it will provide such information to the Issuing and Paying Agent.
15.06 The Issuer and the Guarantor LP hereby covenant with the Agents that they will provide the Agents with sufficient information known to the Issuer and pertaining to the Issuer as may be available to them so as to assist the Agents to determine whether or agents. This indemnity shall continue not such is obliged, in full force respect of any payments to be made by it pursuant to the Transaction Documents, to make any FATCA Withholding.
15.07 The obligations and effect notwithstanding any liabilities of the termination or expiry of this Agreement. No Agent Agents hereunder shall be liable for any consequential or indirect lossseveral and not joint.
Appears in 2 contracts
Samples: Agency Agreement (RBC Covered Bond Guarantor Limited Partnership), Agency Agreement (RBC Covered Bond Guarantor Limited Partnership)
Terms of Appointment. 15.01 Each of the Agents and (ain the case of (e), (f) Rights and powers Each (g)) each Calculation Agent may, in connection with the its services it renders hereunder:
(ia) (in the case of Bearer Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law or as otherwise provided therein and notwithstanding any notice to the contrary or any memorandum thereon, treat the bearer of any Covered Bond or Coupon as the absolute owner thereof and make payments thereon accordingly;
(b) (in the case of Registered Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law, treat the registered holder of any Covered Bond as the absolute owner thereof and make payments thereon accordingly;
(c) assume that the Conditions terms of each Covered Bond, Receipt or Coupon as issued are correct;
(iid) refer any question relating to the ownership of any of the Notes Covered Bond, Receipt or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Covered Bond, Receipt or Coupon to the Issuer for determination by the Issuer and rely upon any determination so made;
(iiie) rely upon, and be protected against any liability for acting on, upon the terms of any notice, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper partygenuine;
(ivf) engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and such Paying Agent, such Registrar or, as the Agents case may be, such Calculation Agent shall be protected and shall incur no liability to as against the Issuer or the Guarantor LP in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(vg) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each 15.02 In acting under this Agreement and in connection with the Covered Bonds, each Agent shall act solely as agent of the Issuer and the Guarantor LP (or for the purposes only be obliged to perform of sub- clause 2.05 above, the duties specifically set out herein Bond Trustee) and will not thereby assume any obligations towards or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for to or withwith any other person except as provided in Clause 6.05, any person other than the Issuer; or
(ii) 6.07, 14.03 and 15.04 hereof, or be responsible for or liable in respect of the legalityauthorisation, validity, authorisation validity or enforceability legality of any of the Notes Covered Bond, Receipt or Coupon issued or paid by it hereunder or any act or omission of any other personperson (including, without limitation, any other party hereto and, in the case of the Calculation Agent, any bank from whom any quote may have been obtained).
15.03 Each Agent and Calculation Agent may purchase, hold and dispose of Covered Bonds or Coupons and may enter into any transaction (cincluding, among other transactions, any depositary, trust or agency transaction) Indemnity with any Holders or owners of any Covered Bonds or Coupons or with any other party hereto in favour the same manner as if it had not been appointed as the agent of the Agents Issuer, the Guarantor LP or, for the purposes only of sub-clause 2.05 above, the Bond Trustee, in relation to the Covered Bonds.
15.04 The Issuer shall indemnify (and following a Covered Bond Guarantee Activation Event, the Guarantor LP) each Agent and each of their respective officersCalculation Agent (each, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party“indemnified party”) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable without limitation, legal fees and any applicable value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force 14.01 and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour of the Issuer Each Agent shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s its own gross negligence or wilful default misconduct, as a result or that arising out of or in relation to its acting as the agent of the Issuer and the Guarantor LP (and, for the purposes only of sub-clause 2.05 above, the Bond Trustee) in relation to the Covered Bonds. The foregoing indemnity shall extend also to the employees, officers, directors or employees incurred as a result and agents of or in connection with such indemnified party and to any breach by person controlling any indemnified party (within the relevant Agent meaning of the terms Securities Act) and the Issuer and the Guarantor LP agrees that each indemnified party shall have and hold the covenants of the Issuer and Guarantor LP contained in this Agreement or Clause 15.04 in trust for the relevant Agent's own gross negligence or wilful default or that benefit of its respective employees, officers, directors, employees agents and controlling person.
15.05 The Agents agree that if any information that is required by the Issuing and Paying Agent to perform the duties set out in the Fifth Schedule becomes known to it, it will provide such information to the Issuing and Paying Agent.
15.06 The Issuer and the Guarantor LP hereby covenant with the Agents that they will provide the Agents with sufficient information known to the Issuer and pertaining to the Issuer as may be available to them so as to assist the Agents to determine whether or agents. This indemnity shall continue not such is obliged, in full force respect of any payments to be made by it pursuant to the Transaction Documents, to make any FATCA Withholding.
15.07 The obligations and effect notwithstanding any liabilities of the termination or expiry of this Agreement. No Agent Agents hereunder shall be liable for any consequential or indirect lossseveral and not joint.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Terms of Appointment. 15.01 Each of the Agents and (ain the case of (e), (f) Rights and powers Each (g)) each Calculation Agent may, in connection with the its services it renders hereunder:
(ia) (in the case of Bearer Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law or as otherwise provided therein and notwithstanding any notice to the contrary or any memorandum thereon, treat the bearer of any Covered Bond or Coupon as the absolute owner thereof and make payments thereon accordingly;
(b) (in the case of Registered Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law, treat the registered holder of any Covered Bond as the absolute owner thereof and make payments thereon accordingly;
(c) assume that the Conditions terms of each Covered Bond, Receipt or Coupon as issued are correct;
(iid) refer any question relating to the ownership of any of the Notes Covered Bond, Receipt or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Covered Bond, Receipt or Coupon to the Issuer for determination by the Issuer and rely upon any determination so made;
(iiie) rely upon, and be protected against any liability for acting on, upon the terms of any notice, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper partygenuine;
(ivf) engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and such Paying Agent, such Registrar or, as the Agents case may be, such Calculation Agent shall be protected and shall incur no liability to as against the Issuer or the Guarantor LP in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(vg) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each 15.02 In acting under this Agreement and in connection with the Covered Bonds, each Agent shall act solely as agent of the Issuer and the Guarantor LP (or for the purposes only be obliged to perform of sub-clause 2.06 above, the duties specifically set out herein Bond Trustee) and will not thereby assume any obligations towards or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for to or withwith any other person except as provided in Clause 6.05, any person other than the Issuer; or
(ii) 6.07, 14.03 and 15.04 hereof, or be responsible for or liable in respect of the legalityauthorisation, validity, authorisation validity or enforceability legality of any of the Notes Covered Bond, Receipt or Coupon issued or paid by it hereunder or any act or omission of any other personperson (including, without limitation, any other party hereto and, in the case of the Calculation Agent, any bank from whom any quote may have been obtained).
15.03 Each Agent and Calculation Agent may purchase, hold and dispose of Covered Bonds or Coupons and may enter into any transaction (cincluding, among other transactions, any depositary, trust or agency transaction) Indemnity with any Holders or owners of any Covered Bonds or Coupons or with any other party hereto in favour the same manner as if it had not been appointed as the agent of the Agents Issuer, the Guarantor LP or, for the purposes only of sub-clause 2.06 above, the Bond Trustee, in relation to the Covered Bonds.
15.04 The Issuer shall indemnify (and following a Covered Bond Guarantee Activation Event, the Guarantor LP) each Agent and each of their respective officersCalculation Agent (each, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party“indemnified party”) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable without limitation, legal fees and any applicable value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force 14.01 and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour of the Issuer Each Agent shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s its own gross negligence or wilful default misconduct, as a result or that arising out of or in relation to its acting as the agent of the Issuer and the Guarantor LP (and, for the purposes only of sub-clause 2.06 above, the Bond Trustee) in relation to the Covered Bonds. The foregoing indemnity shall extend also to the employees, officers, directors or employees incurred as a result and agents of or in connection with such indemnified party and to any breach by person controlling any indemnified party (within the relevant Agent meaning of the terms Securities Act) and the Issuer and the Guarantor LP agrees that each indemnified party shall have and hold the covenants of the Issuer and Guarantor LP contained in this Agreement or Clause 15.04 in trust for the relevant Agent's own gross negligence or wilful default or that benefit of its respective employees, officers, directors, employees agents and controlling person.
15.05 The Agents agree that if any information that is required by the Issuing and Paying Agent to perform the duties set out in the Fifth Schedule becomes known to it, it will provide such information to the Issuing and Paying Agent.
15.06 The Issuer and the Guarantor LP hereby covenant with the Agents that they will provide the Agents with such information as may be available to them so as to assist the Agents to determine whether or agents. This indemnity shall continue not such is obliged, in full force respect of any payments to be made by it pursuant to the Transaction Documents, to make any FATCA Withholding.
15.07 The obligations and effect notwithstanding any liabilities of the termination or expiry of this Agreement. No Agent Agents hereunder shall be liable for any consequential or indirect lossseveral and not joint.
Appears in 1 contract
Samples: Agency Agreement (RBC Covered Bond Guarantor Limited Partnership)
Terms of Appointment. 12.1 The Paying Agents and (ain the case of Clauses 12.1(a), 12.1(e) Rights and powers Each 12.1(f)) the Agent Bank in relation to a relevant Series of Notes may, in connection with the its services it renders hereunder:
(ia) except as ordered by a court of competent jurisdiction or as required by law and notwithstanding any notice to the contrary or any memorandum thereon, treat the bearer of any Note as the absolute owner thereof and make payments thereon accordingly;
(b) assume that the Conditions terms of each Note or Coupon as issued are correct;
(iic) refer any question relating to the ownership of any of the Notes Note or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Note or Coupon to the MTN Issuer for determination by the MTN Issuer and rely upon any determination so made;
(iiid) rely upon, upon and be protected against any incur no liability for acting on, in respect of the terms of any notice, certificate, direction, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper partygenuine;
(ive) engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and the Agents such Agent shall be protected and shall incur no liability to as against the MTN Issuer in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(vf) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(ba) Extent of duties Each Agent shall only be obliged Notwithstanding anything to perform the duties specifically set out contrary expressed or implied herein (other than in Clause 6.4 hereof) or in the Conditions and applicable to such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against Series of Notes, none of the Agents other than the duty to act honestly and shall, in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
connection with their or its services hereunder, (ia) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for or with, fiduciary duty towards any person other than the Issuer; MTN Issuer or
, where the provisions of Clause 3 apply, the Trustee, (iib) be responsible for or liable in respect of the legalityauthorisation, validity, authorisation validity or enforceability legality of any of the Notes Note or Coupon issued or paid by it hereunder or any act or omission of any other personperson (including, without limitation, any other party hereto and, in the case of the Agent Bank, any bank from whom any quote may have been obtained) or (c) be under any obligation towards any person other than the MTN Issuer and, in the case of the Paying Agents, the other Paying Agents.
(cb) Indemnity in favour Each Agent shall be responsible only for the performance of all duties and obligations expressly imposed upon them herein. The obligations of the Agents are several and not joint.
12.3 Each Agent may purchase, hold and dispose of Notes or Coupons and may enter into any transaction (including, among other transactions, any depositary, trust or agency transaction) with any Noteholders or owners of any Notes or Coupons or with any other party hereto in the same manner as if it had not been appointed as the agent of the MTN Issuer in relation to the Notes.
12.4 The MTN Issuer shall indemnify each Agent and each of their respective officers, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party"INDEMNIFIED PARTY") in relation to a relevant Series of Notes against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable without limitation, legal fees and any applicable value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force 11.1 and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour of the Issuer Each Agent shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s its own gross negligence or wilful default misconduct or that of its officers, directors or employees incurred as a result of or in connection with any breach by the relevant Agent of the terms of this Agreement Agreement, as a result or arising out of or in relation to its acting as the agent of the MTN Issuer in relation to the relevant Agent's own gross negligence or wilful default or that Series of its Notes. The foregoing indemnity shall extend to the employees, officers, directors, employees or agents. This indemnity shall continue in full force directors and effect notwithstanding agents of such indemnified party and to any the termination or expiry of this Agreement. No Agent person controlling any indemnified party and shall be liable held on trust by the relevant Agent for any consequential or indirect losssuch persons relating to such Agent.
Appears in 1 contract
Terms of Appointment. 15.01 Each of the Agents and (ain the case of (e), (f) Rights and powers Each (g)) each Calculation Agent may, in connection with the its services it renders hereunder:
(ia) (in the case of Bearer Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law or as otherwise provided therein and notwithstanding any notice to the contrary or any memorandum thereon, treat the bearer of any Covered Bond or Coupon as the absolute owner thereof and make payments thereon accordingly;
(b) (in the case of Registered Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law, treat the registered holder of any Covered Bond as the absolute owner thereof and make payments thereon accordingly;
(c) assume that the Conditions terms of each Covered Bond, Receipt or Coupon as issued are correct;
(iid) refer any question relating to the ownership of any of the Notes Covered Bond, Receipt or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Covered Bond, Receipt or Coupon to the Issuer for determination by the Issuer and rely upon any determination so made;
(iiie) rely upon, and be protected against any liability for acting on, upon the terms of any notice, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper partygenuine;
(ivf) engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and such Paying Agent, such Registrar or, as the Agents case may be, such Calculation Agent shall be protected and shall incur no liability to as against the Issuer or the Guarantor LP in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(vg) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each 15.02 In acting under this Agreement and in connection with the Covered Bonds, each Agent shall act solely as agent of the Issuer and the Guarantor LP (or for the purposes only be obliged to perform of sub-clause 2.06 above, the duties specifically set out herein Bond Trustee) and will not thereby assume any obligations towards or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for to or withwith any other person except as provided in Clause 6.05, any person other than the Issuer; or
(ii) 6.07, 14.03 and 15.04 hereof, or be responsible for or liable in respect of the legalityauthorisation, validity, authorisation validity or enforceability legality of any of the Notes Covered Bond, Receipt or Coupon issued or paid by it hereunder or any act or omission of any other personperson (including, without limitation, any other party hereto and, in the case of the Calculation Agent, any bank from whom any quote may have been obtained).
15.03 Each Agent and Calculation Agent may purchase, hold and dispose of Covered Bonds or Coupons and may enter into any transaction (cincluding, among other transactions, any depositary, trust or agency transaction) Indemnity with any Holders or owners of any Covered Bonds or Coupons or with any other party hereto in favour the same manner as if it had not been appointed as the agent of the Agents Issuer, the Guarantor LP or, for the purposes only of sub-clause 2.06 above, the Bond Trustee, in relation to the Covered Bonds.
15.04 The Issuer shall indemnify (and following a Covered Bond Guarantee Activation Event, the Guarantor LP) each Agent and each of their respective officersCalculation Agent (each, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party“indemnified party”) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable without limitation, legal fees and any applicable value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force 14.01 and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour of the Issuer Each Agent shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s its own gross negligence or wilful default misconduct, as a result or that arising out of or in relation to its acting as the agent of the Issuer and the Guarantor LP (and, for the purposes only of sub-clause 2.06 above, the Bond Trustee) in relation to the Covered Bonds. The foregoing indemnity shall extend also to the employees, officers, directors or employees incurred as a result and agents of or in connection with such indemnified party and to any breach by person controlling any indemnified party (within the relevant Agent meaning of the terms Securities Act) and the Issuer and the Guarantor LP agrees that each indemnified party shall have and hold the covenants of the Issuer and Guarantor LP contained in this Agreement or Clause 15.04 in trust for the relevant Agent's own gross negligence or wilful default or that benefit of its respective employees, officers, directors, employees agents and controlling person.
15.05 The Agents agree that if any information that is required by the Issuing and Paying Agent to perform the duties set out in the Fifth Schedule becomes known to it, it will provide such information to the Issuing and Paying Agent.
15.06 The Issuer and the Guarantor LP hereby covenant with the Agents that they will provide the Agents with sufficient information known to the Issuer and pertaining to the Issuer as may be available to them so as to assist the Agents to determine whether or agents. This indemnity shall continue not such is obliged, in full force respect of any payments to be made by it pursuant to the Transaction Documents, to make any FATCA Withholding.
15.07 The obligations and effect notwithstanding any liabilities of the termination or expiry of this Agreement. No Agent Agents hereunder shall be liable for any consequential or indirect lossseveral and not joint.
Appears in 1 contract
Terms of Appointment. 13.01 Each of the Agents and (ain the case of (d), (e) Rights and powers Each (f)) each Calculation Agent may, in connection with the its services it renders hereunder:
(ia) except as ordered by a court of competent jurisdiction or as required by law, treat the registered holder of any such Covered Bond as the absolute owner thereof and make payments thereon accordingly;
(b) assume that the Conditions terms of each Covered Bond, as issued are correct;
(iic) refer any question relating to the ownership of any of the Notes Covered Bond, or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Covered Bond, to the Issuer for determination by the Issuer and rely upon any determination so made;
(iiid) rely upon, and be protected against any liability for acting on, upon the terms of any notice, communication request, certificate, consent, statement, instrument, document or other paper writing (including any electronic message, internet or document intranet website posting or other distribution) reasonably believed by it, acting reasonably, it to be genuine and from the proper partygenuine;
(ive) engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and such Paying Agent, such Registrar or, as the Agents case may be, such Calculation Agent shall be protected and shall incur no liability to as against the Issuer in respect of any action taken, or permitted to be not taken, in accordance with such advice and in good faith); and
(vf) treat itself as being released from any obligation (or right) to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each 13.02 In acting under this Agreement and in connection with the Covered Bonds, each Agent shall act solely as agent of the Issuer and the Guarantor (or for the purposes only be obliged to perform of Clause (a) above, the duties specifically set out herein Bond Trustee) and will not thereby assume any obligations towards or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for to or withwith any other person except as provided in Clauses 5.08, 12.03 and 13.04 hereof (and, in the case of Clause 5.08, will not thereby assume a relationship of trust to or with any person other than the Issuer; or
(ii) person), or be responsible for or liable in respect of the legalityauthorisation, validity, authorisation validity or enforceability legality of this Agreement any of the Notes Covered Bond issued or paid by it hereunder or any act or omission of any other personperson (including any other party hereto and, in the case of the Calculation Agent, any bank from whom any quote may have been obtained).
13.03 Each Agent and Calculation Agent may purchase, hold and dispose of Covered Bonds and may enter into any transaction (cincluding, among other transactions, any depositary, trust or agency transaction) Indemnity with any Holders of Covered Bonds or owners of any Covered Bonds or with any other party hereto in favour the same manner as if it had not been appointed as the agent of the Agents Issuer, the Guarantor or, for the purposes only of Clause (a) above, the Bond Trustee, in relation to the Covered Bonds.
13.04 The Issuer shall indemnify and hold harmless (and failing the Issuer so indemnifying, the Guarantor agrees to indemnify and hold harmless) each Agent and each of their respective officersCalculation Agent (each, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party“indemnified party”) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable including legal fees on a full indemnity basis, disbursements and any applicable GST or other value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that 12.01 and otherwise than by reason of its own negligence or wilful misconduct, as a result or arising out of or in relation to its acting as the agent of the Issuer and the Guarantor (and, for the purposes only of Clause (a) above, the Bond Trustee) in relation to the Covered Bonds. The foregoing indemnity shall extend also to the employees, officers, directors or employees. This indemnity and agents of such indemnified party and to any person controlling any indemnified party (within the meaning of the Securities Act) and the Issuer and the Guarantor agrees that each indemnified party shall continue in full force have and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour hold the covenants of the Issuer contained in this Clause 13.04 in trust for the benefit of its respective employees, officers, directors, agents and controlling person. The foregoing provision shall survive the termination of this Agreement by any of the parties hereto.
13.05 Each of the Agents and the Calculation Agent shall severally indemnify and hold harmless on demand the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) the Guarantor against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable including legal fees on a full indemnity basis, disbursements and any applicable GST or other value added tax) which the Issuer it may incur incur, otherwise than by reason of the Issuer’s or the Guarantor’s own gross negligence or wilful default or that of its officersmisconduct, directors or employees incurred as a result or arising out of or in connection with relation to any breach by such Agent or Calculation Agent, as the relevant Agent case may be, of the terms of this Agreement or such Agent’s or the relevant Calculation Agent's ’s, as the case may be, own gross negligence or wilful default misconduct. The foregoing provision shall survive the termination of this Agreement by any of the parties hereto.
13.06 Each of the Agents and the Calculation Agent shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any transaction entered into pursuant to Clause 13.03 above without regard to the interests of the Issuer or the Guarantor, and notwithstanding that the same may be contrary or prejudicial to the interests of the Issuer and shall not be responsible for any loss or damage occasioned to the Issuer or the Guarantor thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
13.07 If the Issuing and Paying Agent or the applicable Registrar agrees to extend credit to the Issuer or the Guarantor it will do so on its usual terms as to interest and other charges, unless other terms have been agreed.
13.08 Nothing in this Agreement shall require HBUS (in its appointed agency capacities hereunder) to assume an obligation of the Issuer or the Guarantor arising under any provision of the relevant securities rules which may apply in respect of the Programme.
13.09 Each of the Agents shall be obliged to perform such duties and only such duties as are expressly set out in this Agreement and no implied duties or obligations of any kind (including duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement against any of the Agents.
13.10 Each of the Agents is entitled to treat a telephone, facsimile or e-mail communication from a person purporting to be (and whom the Agent, acting reasonably, believes in good faith to be) the authorized representative of the Issuer, as sufficient instructions and authority of the Issuer for the Agent to act and shall be protected and shall incur no liability for so doing.
13.11 Each of the Agents will only be liable to the Issuer and/or the Guarantor and/or the Bond Trustee, as applicable, for losses, liabilities, costs, expenses and demands arising directly from the performance and/or non-performance of its officersobligations under this Agreement suffered by or occasioned to the Issuer and/or the Guarantor and/or the Bond Trustee, directors, employees as the case may be (“Liabilities”) to the extent that such Agent has been negligent or agents. This indemnity shall continue in full force and effect notwithstanding any the termination or expiry wilful misconduct in respect of its obligations under this Agreement. No For the avoidance of doubt the failure of any of the Paying Agents or Registrars to make a claim for payment on behalf of the Issuer, or to inform any other Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date, shall not be deemed to constitute negligence or wilful misconduct on the part of such Paying Agent or Registrar. The Agents shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by any of them in connection with this Agreement.
13.12 Liabilities arising under Clauses 13.05 and/or 13.11 shall be limited to the amount of the Issuer’s and/or the Guarantor’s and/or the Bond Trustee’s actual loss (such loss shall be determined as at the date of default of the relevant Agent or, if later, the date on which the loss arises as a result of such default) or, with respect to Clause 13.05, actual claim, demand, action, liability, damages, cost, loss or expense (including legal fees on a full indemnity basis) but, in each case, without reference to any special conditions or circumstances known to such Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any of the Agents be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, exemplary (as opposed to direct or actual), or consequential damages, whether or indirect lossnot such Agent has been advised of the possibility of such loss or damages, nor shall any Agent be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronics or other information transmission systems in connection with this Agreement or the transaction contemplated hereby unless such Agents acted negligently or in wilful misconduct in respect of their obligations under this Agreement.
13.13 The liability of the Agents under Clauses 13.05 and 13.11 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.
13.14 Each of the Agents shall be entitled to take any action or to refuse to take any action which such Agent regards as necessary for the Agent to comply with any Applicable Law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
13.15 Each of the Agents shall have no duty or responsibility in the case of any default by the Issuer or the Guarantor in the performance of their obligations under the relevant Conditions.
13.16 If for any reason any Paying Agent considers in its sole discretion that the amounts to be received by it will be, or the amounts actually received by it are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Covered Bonds, no Paying Agent shall be obliged to pay any such claims until the Agent has received the full amount of all such payments.
Appears in 1 contract
Samples: Agency Agreement
Terms of Appointment. (a1) Rights Each of the Paying Agents and powers Each (in the case of (b), (c), (d) and (e)) the Registrar and each Calculation Agent may, in connection with the their respective services it renders hereunder:
(ia) except as ordered by a court of competent jurisdiction or as required by law, treat the registered holder of any Global Note as the owner thereof and make payments thereon accordingly;
(b) assume that the Conditions terms of each Note as issued are correct;
(iic) refer any question relating to the ownership of any of the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes to the Issuer for determination by the Issuer and rely upon any determination so made;
(iii) rely upon, and be protected against any liability for acting on, the terms of any notice, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper partygenuine;
(ivd) engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services may to it considers necessary, at the expense of the Issuer acting reasonably seem necessary and rely upon any advice so obtained (and the Agents obtained. Such Agent shall be protected and shall incur no liability to as against the Issuer in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(ve) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b2) Extent of duties Each Agent shall only be obliged to perform In acting hereunder and in connection with the duties specifically set out herein or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against Notes, the Agents other than shall act solely as agents of the duty to act honestly Issuer and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under will not thereby assume any fiduciary duty obligations towards or other obligation towards, or have any relationship of agency or trust for or with, with any person other than of the Issuer; orHolders.
(ii3) In acting hereunder and in connection with the Notes, the Agents shall not be responsible liable for or liable in respect of the legality, validity, authorisation validity or enforceability of any of the Notes or any act or omission of any other personNote.
(c4) Indemnity Each Agent may purchase, hold and dispose of Notes and may enter into any transaction (including, among other transactions, any depositary, trust or agency transaction) with any Holder or with any other party hereto in favour the same manner as if it had not been appointed as the agent of the Agents Issuer.
(5) The Issuer shall indemnify each Agent and each of their respective officers, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party) against any claim, demand, action, liability, damages, loss or properly incurred cost or expense (including, but not limited to reasonable including legal fees and any applicable value added tax) which it such Agent may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour of the Issuer Each Agent shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s own gross negligence or wilful default or that of its officers, directors or employees incurred as a result of or arising out of any negligent or willful breach by such Agent of its obligations under this Agreement.
(6) The obligations of the Agents hereunder shall be several and not joint.
(7) The Issuer shall provide the other parties to this Agreement with a list of persons authorized to execute documents and take action on its behalf in connection with any breach this Agreement, such list to be signed by the relevant Agent two duly authorized signatories of the terms of Issuer. The Issuer shall notify the the other parties to this Agreement immediately if any of such persons ceases to be so authorized or if any additional person becomes so authorized by notice signed by two duly authorized signatories of the relevant Agent's own gross negligence or wilful default or that of its officers, directors, employees or agents. This indemnity shall continue in full force and effect notwithstanding any the termination or expiry of this Agreement. No Agent shall be liable for any consequential or indirect lossIssuer.
Appears in 1 contract
Samples: Agency Agreement (Landeskreditbank Baden Wurttemberg Forderbank)
Terms of Appointment. 15.01 Each of the Agents and (ain the case of (e), (f) Rights and powers Each (g)) each Calculation Agent may, in connection with the its services it renders hereunder:
(ia) (in the case of Bearer Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law or as otherwise provided therein and notwithstanding any notice to the contrary or any memorandum thereon, treat the bearer of any such Covered Bond or Coupon thereon as the absolute owner thereof and make payments thereon accordingly;
(b) (in the case of Registered Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law, treat the registered holder of any such Covered Bond as the absolute owner thereof and make payments thereon accordingly;
(c) assume that the Conditions terms of each Covered Bond, Receipt or Coupon as issued are correct;
(iid) refer any question relating to the ownership of any of the Notes Covered Bond, Receipt or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Covered Bond, Receipt or Coupon to the Issuer for determination by the Issuer and rely upon any determination so made;
(iiie) rely upon, and be protected against any liability for acting on, upon the terms of any notice, instruction, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper party;
(iv) engage and pay for the advice or services of any lawyers, or other experts whose advice or services it considers necessary, at the expense of the Issuer acting reasonably and rely upon any advice so obtained (and the Agents such Agent shall be protected and shall incur no liability for acting on any such notice, instruction, communication or other document);
(f) engage any lawyers or other experts whose advice or services may to it seem necessary and rely upon any advice so obtained and such Paying Agent, such Registrar or, as the case may be, such Calculation Agent shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(vg) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each 15.02 In acting under this Agreement and in connection with the Covered Bonds, each Agent shall act solely as agent of the Issuer and Guarantor (or for the purposes only be obliged to perform of Clause 2.06 above, the duties specifically set out herein Bond Trustee) and will not thereby assume any obligations towards or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for to or withwith any other person except as provided in Clauses 6.08, 6.10, 14.02 and
15.03 Each Agent and Calculation Agent may purchase, hold and dispose of Covered Bonds or Coupons and may enter into any transaction (including, among other transactions, any person depositary, trust or agency transaction) with any Holders or owners of any Covered Bonds or Coupons or with any other than party hereto in the same manner as if it had not been appointed as the agent of the Issuer; , Guarantor or
(ii) be responsible , for or liable the purposes only of Clause 2.06 above, the Bond Trustee, in respect of relation to the legality, validity, authorisation or enforceability of any of the Notes or any act or omission of any other personCovered Bonds.
(c) Indemnity in favour of the Agents 15.04 The Issuer shall indemnify and hold harmless (and failing the Issuer so indemnifying, Xxxxxxxxx agrees to indemnify and hold harmless) each Agent and each of their respective officersCalculation Agent (each, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party“indemnified party”) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable including legal fees on a full indemnity basis, disbursements and any applicable GST or other value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that 14.01 and otherwise than by reason of its own negligence, fraud or wilful misconduct or material breach of the terms of this Agreement, as a result or arising out of or in relation to its acting as the agent of the Issuer and Guarantor (and, for the purposes only of Clause 2.06 above, the Bond Trustee) in relation to the Covered Bonds. The foregoing indemnity shall extend also to the employees, officers, directors or employees. This indemnity and agents of such indemnified party and to any person controlling any indemnified party (within the meaning of the Securities Act) and the Issuer and Guarantor agrees that each indemnified party shall continue in full force have and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour hold the covenants of the Issuer contained in this Clause 15.04 in trust for the benefit of its respective employees, officers, directors, agents and controlling person.
15.05 Each of the Agents and the Calculation Agent shall severally indemnify and hold harmless on demand the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) Guarantor against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable including legal fees on a full indemnity basis, disbursements and any applicable GST or other value added tax) which the Issuer it may incur incur, otherwise than by reason of the Issuer’s or Guarantor’s own gross negligence negligence, fraud or wilful default misconduct or that material breach of its officersthe terms of this Agreement, directors or employees incurred as a result or arising out of or in connection with relation to any breach by such Agent or the relevant Agent Calculation Agent, as the case may be, of the terms of this Agreement or such Agent’s or the relevant Calculation Agent's ’s, as the case may be, own gross negligence negligence, fraud or wilful default misconduct.
15.06 The Agents agree that if any information that is required by the Issuing and Paying Agent to perform the duties set out in the Fifth Schedule becomes known to it, it will provide such information to the Issuing and Paying Agent.
15.07 Each of the Agents shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any transaction entered into pursuant to Clause 15.03 above without regard to the interests of the Issuer, the Guarantor or, for the purposes only of Clause 2.05 above, the Bond Trustee, and notwithstanding that the same may be contrary or prejudicial to the interests of the Issuer and shall not be responsible for any loss or damage occasioned to the Issuer, the Guarantor or, for the purposes only of Clause 2.05 above, the Bond Trustee, thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
15.08 If the Issuing and Paying Agent or the Registrar agrees to extend credit to the Issuer or the Guarantor it will do so on its usual terms as to interest and other charges, unless other terms have been agreed.
15.09 Nothing in this Agreement shall require Citibank, N.A. London Branch (in its appointed agency capacities hereunder) to assume an obligation of the Issuer or the Guarantor arising under any provision of the listing, prospectus, disclosure or transparency rules which may apply in respect of the Programme (or equivalent rules of any other competent authority besides FCA).
15.10 Each of the Agents shall be obliged to perform such duties and only such duties as are expressly set out in this Agreement and no implied duties or obligations of any kind (including duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement against any of the Agents.
15.11 Each of the Agents is entitled to treat a facsimile or e-mail communication in a form satisfactory to the Agent from a person purporting to be (and whom the Agent, acting reasonably, believes in good faith to be) the authorized representative of the Issuer, as sufficient instructions and authority of the Issuer for the Agent to act. The Agent shall be entitled to request and shall receive upon request an incumbency certificate from the Issuer in respect of such authorized representative of the Issuer in a form reasonably acceptable to the Agent.
15.12 Each of the Agents will only be liable to the Issuer and/or the Guarantor and/or the Bond Trustee, as applicable, for losses, liabilities, costs, expenses and demands arising directly from the performance and/or non-performance of its officersobligations under this Agreement suffered by or occasioned to the Issuer and/or the Guarantor and/or the Bond Trustee, directorsas the case may be (“Liabilities”) to the extent that such Agent has been negligent, employees fraudulent or agents. This indemnity shall continue in full force and effect notwithstanding any the termination or expiry wilful misconduct in respect of its obligations under this Agreement. No For the avoidance of doubt the failure of any of the Paying Agents or Registrars to make a claim for payment on the Issuer, or to inform any other paying agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date, shall not be deemed to constitute negligence, fraud or wilful misconduct on the part of such Paying Agent or Registrar. The Agents shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by any of them in connection with this Agreement. 15.13 Liabilities arising under Clauses 15.05 and/or 15.12 shall be limited to the amount of the Issuer’s and/or the Guarantor’s and/or the Bond Trustee’s actual loss (such loss shall be determined as at the date of default of the relevant Agent or, if later, the date on which the loss arises as a result of such default) or, with respect to Clause 15.05, actual claim, demand, action, liability, damages, cost, loss or expense (including legal fees on a full indemnity basis) but, in each case, without reference to any special conditions or circumstances known to such Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any of the Agents be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or indirect lossnot such Agent has been advised of the possibility of such loss or damages. 15.14 The liability of the Agents under Clauses 15.05 and 15.12 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.
15.15 Each of the Agents shall be entitled to take any action or to refuse to take any action which such Agent regards as necessary for the Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.
Appears in 1 contract
Samples: Agency Agreement
Terms of Appointment. (a1) Rights Each of the Agents and powers Each (in the case of (b), (d), (e) and (f)) each Calculation Agent may, in connection with the its services it renders hereunder:
(ia) except as otherwise ordered by a court of competent jurisdiction or as required by law, treat the bearer of any Note as the owner thereof and make payments thereon accordingly;
(b) assume that the Conditions terms of each Note as issued are correct;
(iic) refer any question relating to the ownership of any of the Notes Note or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Note to the Issuer for determination by the Issuer and rely upon any determination so made;
(iiid) rely upon, and be protected against any liability for acting on, upon the terms of any notice, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper partygenuine;
(ive) engage and pay for the advice or services of any lawyers, lawyers or other experts whose advice or services it considers necessary, at are in the expense exercise of the Issuer acting reasonably its reasonable judgement necessary and rely upon any advice so obtained (and the Agents obtained. Such Agent shall be protected and shall incur no liability as against Bosch with respect to the Issuer in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(vf) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b2) Extent In acting hereunder and in connection with the Notes, the Agents shall act solely as agents of duties the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the Holders.
(3) In acting hereunder and in connection with the Notes, the Agents shall not be liable for the legality, validity or enforceability of any Note.
(4) Each Agent may purchase, hold and dispose of Notes and may enter into any transaction (including, among other transactions, any depositary, trust or agency transaction) with any Holder or with any other party hereto in the same manner as if it had not been appointed as the agent of the Issuer.
(5) The Issuer shall indemnify each Agent against any claim, demand, action, liability, loss or reasonable expense (including reasonable legal fees and any applicable value added tax) which such Agent may incur as a result of or in connection with the exercise of its powers and performance of its obligations hereunder, otherwise than as a result of or arising out of any grossly negligent or wilful breach by such Agent of its obligations under this Agreement. The indemnity shall survive the termination or expiration of the Agreement for a period of twelve years starting with the maturity of the last Notes issued and outstanding under the Programme and for which the relevant Agent was appointed in such capacity.
(6) The obligations of the Agents hereunder shall be several, and not joint.
(7) The Issuer shall provide the Fiscal Agent with a list of persons authorised to execute documents and take action on its behalf in connection with this Agreement, such list to be signed by two duly authorised signatories of Bosch. Bosch shall notify the Fiscal Agent immediately if any of such persons ceases to be so authorised or if any additional person becomes so authorised by notice signed by two duly authorised signatories of the Issuer.
(8) The Agents will only be obliged to perform the duties specifically expressly set out herein or in this Agreement and the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions Notes against the Agents.
(9) No Agent shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.
(10) The Issuer hereby represents and warrants to each of the Agents other than the duty to act honestly that:
(a) it is a company duly organized and in good faith standing in every jurisdiction where it is required so to be,
(b) it has the power and authority to sign and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be perform its obligations under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the Issuer; or
(ii) be responsible for or liable in respect of the legality, validity, authorisation or enforceability of any of the Notes or any act or omission of any other person.this Agreement,
(c) Indemnity in favour this Agreement is duly authorised and signed and is a legal, valid and binding and enforceable obligation of the Agents The Issuer shall indemnify each Agent Issuer,
(d) any consent, authorisation or instruction required in connection with the execution and each performance of their respective officers, directors, employees this Agreement has been provided by any relevant third party,
(e) any act required by any relevant governmental or agents (as used in this Clause 9.1(c), each an Indemnified Party) against any claim, demand, action, liability, damages, loss or properly incurred cost or expense (including, but not limited other authority to reasonable legal fees and any applicable value added tax) which it may incur as a result or be done in connection with its appointment or the exercise of its powers execution and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms performance of this AgreementAgreement has been or will be done (and will be renewed if necessary), otherwise than by reason of and
(f) its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force and effect notwithstanding any termination or expiry performance of this Agreement. The Issuer shall Agreement will not be liable for violate or breach any consequential applicable law, regulation, contract or indirect lossother requirement.
(d11) Indemnity in favour The Issuer shall, upon the request from time to time of the Issuer Each Agent shall severally indemnify Paying Agent, promptly supply or procure the Issuer supply of such documentation and each of its officers, directors, employees or agents (other evidence as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s own gross negligence or wilful default or that of its officers, directors or employees incurred as a result of or in connection with any breach is reasonably requested by the relevant Paying Agent of in order for the terms of this Agreement Paying Agent to carry out and be satisfied that it has complied with all necessary "know your customer" or the relevant Agent's own gross negligence or wilful default or that of its officers, directors, employees or agents. This indemnity shall continue in full force similar checks under all applicable laws and effect notwithstanding any the termination or expiry of this Agreement. No Agent shall be liable for any consequential or indirect lossregulations.
Appears in 1 contract
Samples: Fiscal Agency Agreement
Terms of Appointment. 15.01 Each of the Agents and (ain the case of (e), (f) Rights and powers Each (g)) each Calculation Agent may, in connection with the its services it renders hereunder:
(ia) (in the case of Bearer Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law or as otherwise provided therein and notwithstanding any notice to the contrary or any memorandum thereon, treat the bearer of any such Covered Bond or Coupon thereon as the absolute owner thereof and make payments thereon accordingly;
(b) (in the case of Registered Covered Bonds) except as ordered by a court of competent jurisdiction or as required by law, treat the registered holder of any such Covered Bond as the absolute owner thereof and make payments thereon accordingly;
(c) assume that the Conditions terms of each Covered Bond, Receipt or Coupon as issued are correct;
(iid) refer any question relating to the ownership of any of the Notes Covered Bond, Receipt or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes Covered Bond, Receipt or Coupon to the Issuer for determination by the Issuer and rely upon any determination so made;
(iiie) rely upon, and be protected against any liability for acting on, upon the terms of any notice, instruction, communication or other paper or document reasonably believed by it, acting reasonably, it to be genuine and from the proper party;
(iv) engage and pay for the advice or services of any lawyers, or other experts whose advice or services it considers necessary, at the expense of the Issuer acting reasonably and rely upon any advice so obtained (and the Agents such Agent shall be protected and shall incur no liability for acting on any such notice, instruction, communication or other document);
(f) engage any lawyers or other experts whose advice or services may to it seem necessary and rely upon any advice so obtained and such Paying Agent, such Registrar or, as the case may be, such Calculation Agent shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and
(vg) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each 15.02 In acting under this Agreement and in connection with the Covered Bonds, each Agent shall act solely as agent of the Issuer and Guarantor (or for the purposes only be obliged to perform of Clause 2.06 above, the duties specifically set out herein Bond Trustee) and will not thereby assume any obligations towards or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for to or withwith any other person except as provided in Clauses 6.08, 6.10, 14.02 and
15.03 Each Agent and Calculation Agent may purchase, hold and dispose of Covered Bonds or Coupons and may enter into any transaction (including, among other transactions, any person depositary, trust or agency transaction) with any Holders or owners of any Covered Bonds or Coupons or with any other than party hereto in the same manner as if it had not been appointed as the agent of the Issuer; , Guarantor or
(ii) be responsible , for or liable the purposes only of Clause 2.06 above, the Bond Trustee, in respect of relation to the legality, validity, authorisation or enforceability of any of the Notes or any act or omission of any other personCovered Bonds.
(c) Indemnity in favour of the Agents 15.04 The Issuer shall indemnify and hold harmless (and failing the Issuer so indemnifying, Guarantor agrees to indemnify and hold harmless) each Agent and each of their respective officersCalculation Agent (each, directors, employees or agents (as used in this Clause 9.1(c), each an Indemnified Party“indemnified party”) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable including legal fees on a full indemnity basis, disbursements and any applicable GST or other value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreementincur, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that 14.01 and otherwise than by reason of its own negligence, fraud or wilful misconduct or material breach of the terms of this Agreement, as a result or arising out of or in relation to its acting as the agent of the Issuer and Guarantor (and, for the purposes only of Clause 2.06 above, the Bond Trustee) in relation to the Covered Bonds. The foregoing indemnity shall extend also to the employees, officers, directors or employees. This indemnity and agents of such indemnified party and to any person controlling any indemnified party (within the meaning of the Securities Act) and the Issuer and Guarantor agrees that each indemnified party shall continue in full force have and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour hold the covenants of the Issuer contained in this Clause 15.04 in trust for the benefit of its respective employees, officers, directors, agents and controlling person.
15.05 Each of the Agents and the Calculation Agent shall severally indemnify and hold harmless on demand the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) Guarantor against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable including legal fees on a full indemnity basis, disbursements and any applicable GST or other value added tax) which the Issuer it may incur incur, otherwise than by reason of the Issuer’s or Guarantor’s own gross negligence negligence, fraud or wilful default misconduct or that material breach of its officersthe terms of this Agreement, directors or employees incurred as a result or arising out of or in connection with relation to any breach by such Agent or the relevant Agent Calculation Agent, as the case may be, of the terms of this Agreement or such Agent’s or the Calculation Agent’s, as the case may be, own negligence, fraud or wilful misconduct.
15.06 The Agents agree that if any information that is required by the Issuing and Paying Agent to perform the duties set out in the Fifth Schedule becomes known to it, it will provide such information to the Issuing and Paying Agent.
15.07 Each of the Agents shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any transaction entered into pursuant to Clause 15.03 above without regard to the interests of the Issuer, the Guarantor or, for the purposes only of Clause 2.05 above, the Bond Trustee, and notwithstanding that the same may be contrary or prejudicial to the interests of the Issuer and shall not be responsible for any loss or damage occasioned to the Issuer, the Guarantor or, for the purposes only of Clause 2.05 above, the Bond Trustee, thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
15.08 If the Issuing and Paying Agent or the Registrar agrees to extend credit to the Issuer or the Guarantor it will do so on its usual terms as to interest and other charges, unless other terms have been agreed.
15.09 Nothing in this Agreement shall require Citibank, N.A. London Branch (in its appointed agency capacities hereunder) to assume an obligation of the Issuer or the Guarantor arising under any provision of the listing, prospectus, disclosure or transparency rules which may apply in respect of the Programme (or equivalent rules of any other competent authority besides FCA).
15.10 Each of the Agents shall be obliged to perform such duties and only such duties as are expressly set out in this Agreement and no implied duties or obligations of any kind (including duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement against any of the Agents.
15.11 Each of the Agents is entitled to treat a facsimile or e-mail communication in a form satisfactory to the Agent from a person purporting to be (and whom the Agent, acting reasonably, believes in good faith to be) the authorized representative of the Issuer, as sufficient instructions and authority of the Issuer for the Agent to act. The Agent shall be entitled to request and shall receive upon request an incumbency certificate from the Issuer in respect of such authorized representative of the Issuer in a form reasonably acceptable to the Agent.
15.12 Each of the Agents will only be liable to the Issuer and/or the Guarantor and/or the Bond Trustee, as applicable, for losses, liabilities, costs, expenses and demands arising directly from the performance and/or non-performance of its obligations under this Agreement suffered by or occasioned to the Issuer and/or the Guarantor and/or the Bond Trustee, as the case may be (“Liabilities”) to the extent that such Agent has been negligent, fraudulent or in wilful misconduct in respect of its obligations under this Agreement. For the avoidance of doubt the failure of any of the Paying Agents or Registrars to make a claim for payment on the Issuer, or to inform any other paying agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date, shall not be deemed to constitute negligence, fraud or wilful misconduct on the part of such Paying Agent or Registrar. The Agents shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by any of them in connection with this Agreement.
15.13 Liabilities arising under Clauses 15.05 and/or 15.12 shall be limited to the amount of the Issuer’s and/or the Guarantor’s and/or the Bond Trustee’s actual loss (such loss shall be determined as at the date of default of the relevant Agent's Agent or, if later, the date on which the loss arises as a result of such default) or, with respect to Clause 15.05, actual claim, demand, action, liability, damages, cost, loss or expense (including legal fees on a full indemnity basis) but, in each case, without reference to any special conditions or circumstances known to such Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any of the Agents be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not such Agent has been advised of the possibility of such loss or damages.
15.14 The liability of the Agents under Clauses 15.05 and 15.12 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.
15.15 Each of the Agents shall be entitled to take any action or to refuse to take any action which such Agent regards as necessary for the Agent to comply with any applicable law,
15.16 Each of the Agents shall have no duty or responsibility in the case of any default by the Issuer or the Guarantor in the performance of their obligations under the relevant Conditions. Any Agent shall not be required to take notice or be deemed to have notice or knowledge of any default under this Agreement and consequently any Agent may conclusively assume that there is no default under this Agreement, unless the Agent shall have received written notice thereof.
15.17 For greater certainty, nothing herein shall be construed to imply any relationship of partnership, joint venture or similar relationship between the Agents and any of the Issuer, the Guarantor and the Bond Trustee.
15.18 Any Agent shall not be required to expend or risk its own gross negligence funds or wilful default or that otherwise incur financial liability for the performance of any of its officers, directors, employees duties hereunder or agents. This the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not assured to it.
15.19 The indemnities set out in Clauses 15.04 and 15.05 shall continue in full force and effect notwithstanding survive any the termination or expiry of this Agreement.
15.20 Any Agent may execute any of the trusts or powers hereunder or perform any duties or obligations hereunder either directly or by or through agents, attorneys or custodians, and the Agent shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Agent with due care and provided the agent, attorney or custodian, as applicable, has the expertise and good reputation of the Agent.
15.21 The Agents shall not be responsible for delays or failures in performance resulting from forces beyond its control (including, without limitation, acts of God, natural disasters, strikes, work stoppages, accidents, nuclear or natural catastrophes, lockouts, riots, civil or military disturbances, acts of war or terrorism, any provision of any present or future law or regulation or any act of any governmental authority, and loss or malfunction of utilities, communications, computer services (software or hardware) or Federal Reserve Bank wire service as a result of the foregoing).
15.22 Any Agent shall have the right to require that any directions, instructions or notices provided to it be signed by an Authorized Person (as hereinafter defined) contain such evidence as may be reasonably requested by the Agent to establish the identity and/or signatures thereon. No The identity of such Authorized Persons, as well as their specimen signatures and title shall be delivered to the Agent and the Agent shall be liable entitled to rely on the authority of such Authorized Persons until the applicable party, or an entity acting on its behalf, notifies the Agent of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”). To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, the U.S. Paying Agent or U.S. Registrar will ask for information that will allow the U.S. Paying Agent or U.S. Registrar to identify relevant parties. The parties hereto hereby acknowledge such information disclosure requirements and agree to comply with all information disclosure requests from time to time from the U.S. Paying Agent or U.S. Registrar necessary to ensure compliance with such laws.
15.23 Any Agent, or any consequential of its Affiliates, its officers, employees and shareholders, may become owner of, or indirect lossacquire any interest in the Covered Bonds, with the same rights under the terms of the Covered Bones as if the Agent were not an Agent hereunder. Any Agent may engage in, or have an interest in, any financial or other transaction with the Issuer or any of its Affiliates (including, without limitation, foreign exchange transaction of any type or nature and in any currency, whether a spot transaction, forward transaction, option, future, option on a future or otherwise) as if any Agent were not an Agent hereunder.
15.24 Any Agent may hold funds deposited with it for the benefit of the Covered Bondholders for the payment of principal, interest or premium on the Covered Bonds and, unless otherwise agreed with the Issuer, shall not be responsible to any Covered Bondholder or to the Issuer for interest thereon, provided that such funds are timely dispersed in accordance with this Agreement and the Agent’s customary practice.
Appears in 1 contract
Samples: Agency Agreement
Terms of Appointment. (a) Rights and powers Each Agent may, in connection with the services it renders hereunder:
(i) assume that the Conditions as issued are correct;
(ii) refer any question relating to the ownership of any of the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Notes to the Issuer for determination by the Issuer and rely upon any determination so made;
(iii) rely upon, and be protected against any liability for acting on, the terms of any notice, communication or other paper or document believed by it, acting reasonably, to be genuine and from the proper party;
(iv) engage and pay for the advice or services of any lawyers, or other experts whose advice or services it considers necessary, at the expense of the Issuer acting reasonably and rely upon any advice so obtained (and the Agents shall be protected and shall incur no liability to the Issuer in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith); and
(v) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payments of which within a reasonable time is not, in its reasonable opinion, assured to it.
(b) Extent of duties Each Agent shall only be obliged to perform the duties specifically set out herein or in the Conditions and such other duties as are necessarily incidental thereto and no implied duties or obligations shall be read into this Agreement or the Conditions against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. The Agents shall not:
(i) be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust for or with, any person other than the Issuer; or
(ii) be responsible for or liable in respect of the legality, validity, authorisation or enforceability of any of the Notes or any act or omission of any other person.
(c) Indemnity in favour of the Agents The Issuer shall indemnify each Agent and each of their respective officers, directors, employees or agents (as used in this Clause 9.1(c9(c), each an Indemnified Party) against any claim, demand, action, liability, damages, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which it may incur as a result or in connection with its appointment or the exercise of its powers and duties acting as agent of the Issuer in relation to the Notes pursuant to the terms of this Agreement, otherwise than by reason of its own gross negligence or wilful default and other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 8, or that of its officers, directors or employees. This indemnity shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. The Issuer shall not be liable for any consequential or indirect loss.
(d) Indemnity in favour of the Issuer Each Agent shall severally indemnify the Issuer and each of its officers, directors, employees or agents (as used in this Clause 9.1(d), each an Indemnified Party) against any claim, demand, action, liability, damages, cost, loss or properly incurred cost or expense (including, but not limited to reasonable legal fees and any applicable value added tax) which the Issuer may incur otherwise than by reason of the Issuer’s own gross negligence or wilful default or that of its officers, directors or employees incurred as a result of or in connection with any breach by the relevant Agent of the terms of this Agreement or the relevant Agent's own gross negligence or wilful default or that of its officers, directors, employees or agents. This indemnity shall continue in full force and effect notwithstanding any the termination or expiry of this Agreement. No Agent shall be liable for any consequential or indirect loss.
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Samples: Paying Agency Agreement
