CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 9 contracts
Sources: Agency Agreement, Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent’s 's appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s 's officers, employees or agents) and arising out of or in connection with such Agent’s 's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 7 contracts
Sources: Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 3 contracts
Sources: Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 14.1 The obligations of the Agents hereunder shall be several, and not joint.
14.2 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred in connection with their appointment or the exercise of their powers and duties hereunder; all as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 14.3 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s its appointment or the exercise of its powers power and duties hereunder without gross hereunder, except such as may result from such Agent’s own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 14.4 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful willful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 14.5 The indemnities above indemnity provisions under Clauses 14.3 and 14.4 shall survive the termination or expiry of this Agreement.
11.5 14.6 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the legal or other professional opinion of such advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with such opinion.
14.7 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 14.8 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersHolders, and shall not have any obligation towards them them; except that all funds held by the Fiscal Paying Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders Holders, but need not be segregated from other funds, except as required by law and as set forth herein and in the Conditions, and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 14.9 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 3 contracts
Sources: Agency Agreement (KfW), Agency Agreement (KfW), Agency Agreement (KFW International Finance Inc)
CONDITIONS OF APPOINTMENT. 11.1 10.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 10.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent’s 's appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 10.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s 's officers, employees or agents) and arising out of or in connection with such Agent’s 's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 10.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 10.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 10.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 10.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 10.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 10.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 10.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 2 contracts
Sources: Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 9.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred in connection with their appointment or the exercise of their powers and duties hereunder; all as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 9.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s its appointment or the exercise of its powers power and duties hereunder without gross hereunder, except such as may result from such Agent’s own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 9.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful willful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding .
9.4 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the foregoing, under no circumstances will any Agent be liable to the Issuer legal or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility professional opinion of such loss advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or damagessuffered hereunder in good faith and in accordance with such opinion.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 9.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 9.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersHolders, and shall not have any obligation towards them them; except that all funds held by the Fiscal Paying Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders Holders, but need not be segregated from other funds, except as required by law and as set forth herein and in the Conditions, and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 9.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 2 contracts
Sources: Agency Agreement (KfW), Agency Agreement (KFW International Finance Inc)
CONDITIONS OF APPOINTMENT. 11.1 10.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 10.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 10.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 10.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 10.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 10.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 10.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 10.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 10.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 10.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 2 contracts
Sources: Fiscal Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 2 contracts
Sources: Agency Agreement (Citigroup Inc), Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 The obligations of the Agents hereunder shall be several, and not joint.
11.2 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred as separately agreed in a fee letter dated as connection with their appointment or the exercise of their powers and duties hereunder.
11.3 The parties to this Agreement agree that, at the date hereof request of the relevant Agent, the fees and executed expenses may be reviewed from time to time in accordance with such Agent’s then current fee levels. In addition, each Agent reserves the right to charge the Issuer additional fees and expenses in respect of the performance by such Agent of any additional services requested by the Agents Issuer and the Issuernot provided for in this Agreement.
11.2 11.4 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability liability, expense (including legal fees) or expense claim which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s its appointment or the exercise of its powers power and duties hereunder without gross hereunder, except such as may result from such Agent’s own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 11.5 Each Agent will indemnify and hold harmless the Issuer against any loss, liability liability, expense (including legal fees) or expense incurred by claim which the Issuer may incur or any claim, action or demand which may be made against the Issuer it resulting from the gross negligence or wilful willful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.6 The indemnity provisions under Clauses 11.4 The indemnities above and 11.5 shall survive the termination or expiry of this Agreement.
11.5 11.7 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the legal or other professional opinion of such advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with such opinion.
11.8 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 11.9 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersRegistered Holder or the Holders, and shall not have any obligation towards them them; except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment (i) if in U.S. dollars to, or to the Noteholders order of, the Registered Holder, or (ii) if in a currency other than U.S. dollars, to the accounts specified by DTC, but need not be segregated from other funds, except as required by law and as set forth herein and in the Conditions, and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 11.10 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 2 contracts
Sources: Fiscal Agency Agreement (KFW International Finance Inc), Fiscal Agency Agreement (KfW)
CONDITIONS OF APPOINTMENT. 11.1 12.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof January 27, 2017 and executed by the Agents and the Issuer.
11.2 12.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful willful misconduct on the part of such Agent.
11.3 12.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful willful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any special, indirect, punitive or consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 12.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 12.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 12.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 12.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 12.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 12.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The Agents shall not be required to give any bond or surety in respect of the performance of their powers and duties hereunder. The obligations of the Agents hereunder are several and not joint.
11.10 12.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 12.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment. In the event that the Issuer determines in its sole discretion that any deduction or 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 Notes, then the Issuer will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international standing and otherwise made in accordance with this Agreement and the Indenture. The Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganization. For the avoidance of doubt, withholding under the Foreign Account Tax Compliance Act is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 12.11.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement (Wells Fargo & Company/Mn)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or wilful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 1 contract
Sources: Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 8.1 The Issuer will pay to the London Agents a remuneration for all services rendered hereunder by the London Agents in connection with the Notes together with any expenses incurred as only to the extent separately agreed in a fee letter dated as at the date hereof and executed upon by the London Agents and the Issuer.
11.2 8.2 The Issuer will indemnify and hold harmless each of the London Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or willful misconduct on the part of the Issuer (or its officers, employees or agents (other than the London Agents and their officers, employees, and agents)) and arising out of or in connection with such London Agent’s 's appointment or the exercise of its powers and duties hereunder without gross negligence or wilful willful misconduct on the part of such London Agent.
11.3 8.3 Each London Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful willful misconduct on the part of such London Agent (or such London Agent’s 's officers, employees or agents) and arising out of or in connection with such London Agent’s 's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 8.4 The indemnities above shall survive the termination or expiry expiration of this Agreement.
11.5 8.5 Each of the London Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 8.6 In acting hereunder and in connection with the Notes, the London Agents do not assume any relationship of agency and trust for the Noteholdersholders of the Notes, and shall not have any obligation towards them except that all funds held by the Fiscal London Paying Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders holders of the Notes and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 8.7 Notwithstanding anything to the contrary contained in this Clause 8, (a) no London Agent shall be liable for the loss, theft, destruction or damage of any Note, unless such loss, theft, destruction or damage is the result of such London Agent's gross negligence or willful misconduct, and (b) no London Agent shall have any liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, loss of profits, whether or not foreseeable) suffered by the Issuer in connection with the transactions contemplated by and the relationship established by this Agreement even if such London Agent has been advised as to the possibility of the same, except in the event of a determination of fraud on the part of such London Agent in a non-appealable judgment of a court having jurisdiction.
8.8 Nothing herein shall be deemed to require any London Agent to advance its own funds in the performance of its duties hereunder.
11.8 8.9 The London Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the advice or opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the advice or opinion of such advisers.
11.9 8.10 The London Agents 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 the London Agents. No London Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such London Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 8.11 The Agents, their affiliates London Agents and their respective officers officers, employees and employeesaffiliates, in their individual or any other capacity, may become the owner owners of, or acquire any interest in, any Notes with the same rights that the London Agents would have it if they were not the London Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 1 contract
Sources: Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 10.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Subordinated Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 10.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 10.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 10.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 10.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instructionAn Agent may refrain, without liability, from acting pursuant to any instruction if the instructions received are conflictingit determines that such instruction is equivocal, unclear conflicting or equivocalunclear.
11.6 10.6 In acting hereunder and in connection with the Subordinated Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditionsthem. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 10.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 10.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 10.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 10.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Subordinated Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 10.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 1 contract
Sources: Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 The obligations of the Agents hereunder shall be several, and not joint.
11.2 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred as separately agreed in a fee letter dated as connection with their appointment or the exercise of their powers and duties hereunder.
11.3 The parties to this Agreement agree that, at the date hereof request of the relevant Agent, the fees and executed expenses may be reviewed from time to time in accordance with such Agent’s then current fee levels. In addition, each Agent reserves the right to charge the Issuer additional fees and expenses in respect of the performance by such Agent of any additional services requested by the Agents Issuer and the Issuernot provided for in this Agreement.
11.2 11.4 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability liability, expense (including legal fees) or expense claim which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s its appointment or the exercise of its powers power and duties hereunder without gross hereunder, except such as may result from such Agent’s own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 11.5 Each Agent will indemnify and hold harmless the Issuer against any loss, liability liability, expense (including legal fees) or expense incurred by claim which the Issuer may incur or any claim, action or demand which may be made against the Issuer it resulting from the gross negligence or wilful willful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.6 The indemnity provisions under Clauses 11.4 The indemnities above and 11.5 shall survive the termination or expiry of this Agreement.
11.5 11.7 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the legal or other professional opinion of such advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with such opinion.
11.8 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 11.9 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersRegistered Holder or the Holders, and shall not have any obligation towards them them; except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment (i) if in U.S. dollars to, or to the Noteholders order of, the Registered Holder, or (ii) if in a currency other than U.S. dollars, to the accounts specified by DTC, but need not be segregated from other funds, except as required by law and as set forth herein and in the Conditions, and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 11.10 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 1 contract
Sources: Fiscal Agency Agreement (KfW)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 15.1 In acting hereunder and in connection with the NotesBonds, the Agents do not assume any relationship shall act solely as agents of agency and trust for the Noteholders, and Company. The Agents shall not have any obligation towards them except that all funds held by the Fiscal Agent or duty to, or any relationship of agency or trust for payment of principal of or interest on the Notes shall be held for payment to the Noteholders with, any Bondholder and shall be applied as set forth herein responsible only for performance of the duties and obligations expressly imposed upon them in this Agreement and in the Conditionsany Global Bond, as appropriate, or reasonably arising as a consequence thereof or in relation thereto. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall not be under any obligation to take any action hereunder which it expects will result may involve them in any expense or liability of such Agentliability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to them. All the Agents' determinations under this Agreement and/or as required by the Terms and Conditions of the Bonds shall (save in the case of manifest error) be final and binding on the Company and the Bondholders.
15.2 The Agents shall not be responsible for any act done or omitted to be done by them in accordance with this Agreement or the Bonds, except in the case of negligence, bad faith or wilful misconduct.
15.3 The Agents are not under any obligation to take any action under this Agreement which may involve them in any expense or liability, the payment of which within a reasonable time is not, in their opinion, assured to it. .
15.4 The obligations Agents may consult, at the expense of the Agents Issuer, as to legal matters with legal advisers satisfactory to them and the written opinion of such legal advisers shall be full and complete authorisation and protection in respect of any action taken or omitted to be taken by them hereunder are several in good faith and not jointin accordance with the opinion of such legal advisers.
11.10 15.5 The AgentsAgents shall be protected and shall incur no liability for, their affiliates or in respect of, any action taken in good faith or omitted to be taken in good faith or anything suffered by them in reliance upon any Global Bond or any notice, direction, consent, certificate, affidavit, statement, account or other paper or document reasonably believed by them to be genuine and to have been presented or signed by the proper party or parties.
15.6 The Agents and their respective officers and employees, in their individual or any other capacity, employees may become the owner owners of, or acquire any interest in, any Notes Bonds with the same rights that as any other owner or holder, and may engage or be interested in any business transaction with the Agents would have it Company or any subsidiary of the Company without being liable to, or account to, any Bondholder or for any resulting profit, and may act on, or as depositary, trustee or agent for, any committee or body of Bondholders or other obligations of the Company or any such subsidiary as freely as if it/they was/were not an Agent or officers or employees of the Agents hereunderAgents, as the case may be.
11.11 15.7 The Issuer undertakes thatAgents shall be entitled to deal with money paid to it by the Company for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:
(a) it will provide to that they shall not exercise any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agentright of set-off, lien or similar claim in respect thereof;
(b) as provided in subclause 15.8 below; and
(bc) it that they shall not be liable to account to the Company for any interest thereon except as otherwise agreed between the Company and the Agents.
15.8 In acting hereunder and in connection with the Bonds, the Agents shall act solely as agents of the Company and will notify not thereby assume any relevant Agent in writing within 30 days obligations towards or relationship of agency or trust for or with any change of the owners or holders of the Bonds, except that affects all funds held by the Issuer’s tax status pursuant Paying Agents for payment to any Applicable Law. It the Bondholders shall be held in trust for such Bondholders and applied as set forth herein, but need not be segregated from other funds except as required by law.
15.9 No Agent shall be liable in respect of anything done or omitted to be done or suffered by it in reliance on a Bond, notice, direction, consent, certificate, affidavit, statement or other document (including any information from any electronic or other source) reasonably believed by it to be genuine and to have been signed or otherwise given or disseminated by the sole responsibility proper parties.
15.10 The Agents and any other person, whether or not acting for itself, may become the owner of or acquire, hold or dispose of the Bonds or other security (or any interest therein) of the Issuer to determine whether a deduction or withholding is any other person with the same rights as any other owner or will holder, and may enter into or be required from interested in any payment to be made contract or transaction with any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in respect of the Notes or otherwise in connection each case with this Agreement same rights as it would have had if that Agent were not an Agent and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which need not account for any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentprofit.
Appears in 1 contract
Sources: Master Agency Agreement
CONDITIONS OF APPOINTMENT. 11.1 12.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof July 20, 2016 and executed by the Agents and the Issuer.
11.2 12.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful willful misconduct on the part of such Agent.
11.3 12.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful willful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any special, indirect, punitive or consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 12.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 12.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 12.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 12.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 12.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 12.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The Agents shall not be required to give any bond or surety in respect of the performance of their powers and duties hereunder. The obligations of the Agents hereunder are several and not joint.
11.10 12.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 12.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment. In the event that the Issuer determines in its sole discretion that any deduction or 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 Notes, then the Issuer will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international standing and otherwise made in accordance with this Agreement and the Indenture. The Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganization. For the avoidance of doubt, withholding under the Foreign Account Tax Compliance Act is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 12.11.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 11.1 9.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes Notes, together with any expenses incurred as only to the extent separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 9.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it resulting from the negligence or willful misconduct on the part of the Issuer (or its officers, employees or agents (other than the Agents and their officers, employees, and agents)) and arising out of or in connection with such Agent’s 's appointment or the exercise of its powers and duties hereunder without gross negligence or wilful willful misconduct on the part of such Agent.
11.3 9.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful willful misconduct on the part of such Agent (or such Agent’s 's officers, employees or agents) and arising out of or in connection with such Agent’s 's duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 9.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 9.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 9.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, holders of the Notes and shall not have any obligation towards them except that all funds held by the Fiscal a Paying Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders holders of the Notes and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 9.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 9.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the advice or opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the advice or opinion of such advisers.
11.9 9.9 The Agents 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 the AgentsAgent. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 9.10 The Agents, their affiliates Agents and their respective officers officers, employees and employeesaffiliates, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it if they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 11.1 10.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 10.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 10.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 10.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 10.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instructionAn Agent may refrain, without liability, from acting pursuant to any instruction if the it determines that such instructions received are conflictingis equivocal, unclear conflicting or equivocalunclear.
11.6 10.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 10.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 10.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 10.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 10.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 1 contract
Sources: Agency Agreement (Citigroup Inc)
CONDITIONS OF APPOINTMENT. 11.1 9.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred in connection with their appointment or the exercise of their powers and duties hereunder; all as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 9.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s its appointment or the exercise of its powers power and duties hereunder without gross hereunder, except such as may result from such Agent's own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 9.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful willful misconduct on the part of such Agent (or such Agent’s 's officers, employees or agents) and arising out of or in connection with such Agent’s 's duties hereunder. Notwithstanding .
9.4 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the foregoing, under no circumstances will any Agent be liable to the Issuer legal or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility professional opinion of such loss advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or damagessuffered hereunder in good faith and in accordance with such opinion.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 9.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 9.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersHolders, and shall not have any obligation towards them them; except that all funds held by the Fiscal Paying Agent for payment of principal of or interest on the Notes shall be held exclusively for the benefit of and for payment to the Noteholders Holders, but need not be segregated from other funds, except as required by law and as set forth herein and in the Conditions, and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.KfW Agency Agreement
11.7 9.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 1 contract
CONDITIONS OF APPOINTMENT. 11.1 14.1 The obligations of the Agents hereunder shall be several, and not joint.
14.2 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any and reimburse the Agents for the expenses incurred in connection with their appointment or the exercise of their powers and duties hereunder; all as separately agreed in a fee letter dated as at the date hereof and executed upon by the Agents and the Issuer.
11.2 14.3 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s its appointment or the exercise of its powers power and duties hereunder without gross hereunder, except such as may result from such Agent’s own negligence or wilful willful misconduct on the part or that of such Agentits officers, employees or agents.
11.3 14.4 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful willful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 14.5 The indemnities above indemnity provisions under Clauses 14.3 and 14.4 shall survive the termination or expiry of this Agreement.
11.5 14.6 Any Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it, and the legal or other professional opinion of such advisers, as the case may be, shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with such opinion.
14.7 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereofparties, except such as may result from its own gross negligence or wilful willful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 14.8 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and or trust for the NoteholdersHolders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsthem.
11.7 14.9 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder.
11.11 The Issuer undertakes that:
(a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.
Appears in 1 contract
Sources: Agency Agreement (KfW)
CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered 8.1 In acting hereunder by the Agents and in connection with the Notes together Relevant Notes, the Calculation Agent shall act as agent of the Issuer and shall not thereby assume any obligations towards or relationship of agency or trust for or with any expenses incurred of the owners or holders of the relevant Notes.
8.2 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform such duties and only such duties as separately agreed are herein and in a fee letter dated as at the date hereof Terms and executed by Conditions, the Agents Applicable Pricing Supplement and the IssuerAgency Agreement specifically set forth and no implied duties or obligations shall be read into this Agreement or the Terms and Conditions against the Calculation Agent, other than the duty to act honestly and in good faith and in compliance with all applicable law and to exercise the diligence of a prudent expert in comparable circumstances.
11.2 8.3 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent.
11.3 Each Calculation Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction instruction, request or communication order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believed by it believes upon due and proper investigation to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with or upon written instructions from the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that Issuer.
8.4 The Calculation Agent and any of its officers, directors and employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal.
11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.
11.9 The Agents 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 the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents it or he would have it they if the Calculation Agent were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents Issuer and may act on, or as depository, trustee or agent for, any committee or body of Noteholders or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed hereunder.
11.11 8.5 The Issuer undertakes that:
(a) it will shall provide to any the Calculation Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and
(b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Calculation Agent immediately in writing if any of such persons cease to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Calculation Agent that such deduction or withholding is made person has been so authorised.
8.6 The Calculation Agent agrees to allow the internal audit personnel of the Issuer and/or the statutory auditor of the Issuer, as the case may be, to perform regular audits on the records, systems and documents in a timely manner the possession of the Calculation Agent, which pertain to this Agreement and the role of the Calculation Agent as agent to the appropriate Authorities Issuer hereunder.
8.7 The Calculation Agent hereby warrants that it carries and shall promptly notify each relevant Agent upon determining or becoming aware will continue to carry, for so long as it is Party to this Agreement, sufficient and proper insurance in relation to any breach by it of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to its obligations under this Agreement and the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding Terms and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentConditions.
Appears in 1 contract
Sources: Agency Agreement