The Issuer Sample Clauses
The Issuer. SECTION 2.01 The Issuer hereby accepts the resignation of Prior Trustee as Trustee, Paying Agent and Registrar under the Indenture.
SECTION 2.02 All conditions relating to the appointment of The Bank of New York Trust Company, N.A., as Successor Trustee, Paying Agent and Registrar under the Indenture have been met and the Issuer hereby appoints Successor Trustee as Trustee, Paying and Registrar under the Indenture with like effect as if originally named as Trustee, Paying Agent and Registrar in the Indenture.
The Issuer. 30.5.1 agrees to procure that, so long as any of the Securities remain liable to prescription, there shall be in force an appointment of such a person approved by the Trustee with an office in London with authority to accept service as aforesaid;
30.5.2 agrees that failure by any such person to give notice of such service of process to the Issuer shall not impair the validity of such service or of any judgment based thereon; and
30.5.3 agrees that nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.
The Issuer. Jurisdiction of organization The Issuer is incorporated under the laws of the State of Nevada.
The Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement.
The Issuer. (a) The Issuer may not consolidate, amalgamate or merge with or into or wind up into (whether or not the Issuer is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(i) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (the Issuer or such Person, as the case may be, being herein called the “Successor Issuer”);
(ii) the Successor Issuer, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Securities and this Indenture pursuant to a supplemental indenture;
(iii) immediately after giving effect to such transaction, no default or Event of Default shall have occurred and be continuing;
(iv) if the Successor Issuer is other than the Issuer, each Guarantor, unless it is the other party to the transactions, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Successor Issuer’s obligations under this Indenture and each series of Securities; and
(v) the Successor Issuer shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with this Indenture; provided, however, that, notwithstanding the foregoing clause (iii), (A) the Issuer may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in the United States, any state thereof, the District of Columbia or any territory thereof; and (B) the Issuer may be converted into, or reorganized or reconstituted in the United States, any state thereof, the District of Columbia or any territory thereof.
(b) The Successor Issuer (if other than the Issuer) will succeed to, and be substituted for, the Issuer under this Indenture and the Securities and in such event the Issuer will automatically be released and discharged from its obligation under this Inde...
The Issuer. SECTION 2.01. The Issuer hereby accepts the resignation of the Bank from its Capacities under the Agreements.
SECTION 2.02. All conditions relating to the appointment of BNYTC as the successor to the Bank in its Capacities under the Agreements have been met by the Issuer, and the Issuer hereby appoints BNYTC to its Capacities under the Agreements with like effect as if originally named to such Capacities under the Agreements.
The Issuer. Section 2.01. The Issuer hereby certifies that the Issuer is, and the officer of the Issuer who has executed this Instrument is, duly authorized to: (a) accept the Resigning Trustee’s resignation as Trustee under the Indenture; (b) appoint the Successor Trustee as Trustee under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee under the Indenture.
Section 2.02. The Issuer hereby appoints the Successor Trustee as Trustee under the Indenture and confirms to the Successor Trustee all the rights, powers and trusts of the Trustee under the Indenture and with respect to all property and money held or to be held under the Indenture. The Issuer shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers and trusts hereby assigned, transferred, delivered and confirmed to the Successor Trustee.
Section 2.03. The Issuer hereby represents and warrants to the Successor Trustee that:
(i) The Issuer has no knowledge of the occurrence of any Event of Default under the Indenture.
(ii) No covenant or condition contained in the Indenture has been waived by the holders of the Notes.
(iii) The Indenture has not been amended or modified, and is in full force and effect.
(iv) The Notes are validly issued and outstanding securities of the Issuer.
(v) The Issuer is a Delaware business trust.
(vi) There is no action, suit or proceeding pending or, to the best of the Issuer’s knowledge, threatened against the Issuer before any court or any governmental authority arising out of any action or omission by the Issuer under the Indenture.
(vii) This Instrument has been duly authorized, executed and delivered on behalf of the Issuer.
(viii) All conditions precedent relating to the appointment of the Successor Trustee as successor Trustee under the Indenture have been complied with by the Issuer.
Section 2.04. The Issuer hereby appoints the Successor Trustee as Collateral Agent, Registrar and Paying Agent under the Indenture.
The Issuer. The Issuer hereby certifies that annexed hereto marked Exhibit B is a copy of resolutions duly adopted by the Board of Directors of the Issuer, which resolutions are in full force and effect on the date hereof, authorizing certain officers of the Issuer to: (a) accept the Resigning Trustee's resignation as Trustee, Registrar, Paying Agent and Agent under the Indenture; (b) appoint the Successor Trustee as Trustee, Registrar, Paying Agent and Agent under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee, Registrar, Paying Agent and Agent under the Indenture.
The Issuer. Section 201. The Issuer hereby certifies that the Issuer is, and the officer of the Issuer who has executed this Instrument is, duly authorized to: (a) accept the Resigning Trustee’s resignation as Trustee, Registrar and Paying Agent under the Indenture, and (b) appoint the Successor Trustee as Trustee, Registrar and Paying Agent under the Indenture.
The Issuer. The Issuer hereby accepts the resignation of Removed Trustee and Resigning Dissemination Agent as Trustee and Dissemination Agent under the Governing Document.