Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 6 contracts
Sources: Indenture (Sba Communications Corp), Indenture (Cinemark Holdings, Inc.), Indenture (Sba Communications Corp)
Payment of Notes. The Company covenants and agrees that it shall promptly pay or cause to be paid the principal of or of, premium, if any, and interest (including Additional Interest, if any, or interest ) on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest and (including Additional Interest, if any, ) shall be considered paid on the date due if, on or before 11:00 a.m.(New York City time) on such date, the Trustee or the Paying Agent (or, if the Company or any of its Subsidiaries is the Paying Agent, if other than the segregated account or separate trust fund maintained by the Company or a such Subsidiary thereof, pursuant to Section 2.4) holds as of 11:00 a.m. Eastern Time on the due date in accordance with this Indenture money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest (including Additional Interest, if any, or interest on the Notes ) then due. If any Additional Interest is due, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the Additional Interest per $1,000 aggregate principal amount of Notes and the date from which such Additional Interest shall accrue. The Company shall pay all also deliver an Officers’ Certificate to the Trustee setting forth the date after which such Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesInterest shall cease accruing. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on specified therefor in the Notes; , and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawfullawful as provided in Section 2.11. The Notwithstanding anything to the contrary contained in this Indenture, the Company shall make all interestor the Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities from principal, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdershereunder.
Appears in 6 contracts
Sources: Indenture (Expedia Group, Inc.), Indenture (Expedia Group, Inc.), Indenture (Expedia Group, Inc.)
Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Interestinterest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 6 contracts
Sources: Indenture (Cinemark Usa Inc /Tx), Indenture (Cinemark Holdings, Inc.), Indenture (Cinemark Usa Inc /Tx)
Payment of Notes. The Company shall Issuers will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or prior such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersCompany.
Appears in 6 contracts
Sources: Indenture (Parsley Energy, Inc.), Indenture (Parsley Energy, Inc.), Indenture (Parsley Energy, Inc.)
Payment of Notes. The Company shall Issuers will pay or cause to be paid the principal of or premiumof, premium on, if any, and interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time (New York City Time) on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interestIn the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, premium, if any, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, if any, and principal payments the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by wire transfer of immediately available funds the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder who shall have given written directions to determine the Additional Interest, or with respect to the Company nature, extent, or calculation of the Paying Agent to make such payments by wire transfer pursuant amount of Additional Interest owed, or with respect to the wire transfer instructions supplied to the Company or the Paying Agent by method employed in such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency calculation of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersAdditional Interest.
Appears in 5 contracts
Sources: Indenture (Endo International PLC), Indenture (Endo International PLC), Indenture (Endo International PLC)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Subject to any applicable escheat, or abandoned or unclaimed property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersas trustee thereof, shall thereupon cease.
Appears in 5 contracts
Sources: Indenture (Civitas Resources, Inc.), Indenture (Civitas Resources, Inc.), Indenture (Civitas Resources, Inc.)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofone of its Subsidiaries, holds as of 11:00 a.m. Eastern Time 12:30 p.m. New York City time on the due date money deposited by the Company or a Guarantor in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. .
(b) The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay or cause to be paid interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. .
(c) The Company may at any time, for the purpose of obtaining Satisfaction and Discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money.
(d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or prior such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersCompany.
Appears in 5 contracts
Sources: Fifth Supplemental Indenture (Vital Energy, Inc.), Indenture (Laredo Petroleum, Inc.), Third Supplemental Indenture (Laredo Petroleum, Inc.)
Payment of Notes. (a) The Company shall will pay or cause to be paid the principal of or premiumof, any premium and interest, and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalNot later than 10:00 a.m. (London time) one Business Day prior to the Interest Payment Date (unless the Company elects to pay interest in the form of PIK Notes in lieu of cash in accordance with the terms and provisions of the Notes), premiumthe due date of any principal or premium on any Notes, the Tax Redemption Date pursuant to Section 3.01 or the redemption date pursuant to Section 3.02 (each a “Payment Date”), the Company will pay or cause to be paid to the account of the Paying Agent at the specified office of the Paying Agent, at ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, in immediately available funds, an amount which shall be sufficient to pay the aggregate amount of interest, principal or premium or a combination of them, as the case may be, becoming due in respect of the Notes on such Payment Date; provided that, if anythe Company or any Affiliate of the Company is acting as Paying Agent, it shall, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case the Company shall promptly notify the Trustee and the Paying Agent of its compliance with this paragraph. The Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all sums held by such Paying Agent for the payment of the principal of or interest on the Notes, and Additional Interestshall give to the Trustee notice of any default by the Company in the making of any such payment.
(b) An installment of principal, if any, shall premium or interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofany Affiliate of the Company, holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal the installment. If the Company or any Affiliate of or premiumthe Company acts as Paying Agent, if anyan installment of principal, Additional Interest, if any, premium or interest will be considered paid on the Notes then due. due date only if paid to the Holders.
(c) The Trustee (or the Paying Agent, which will include the Company shall pay all Additional Interest, or any Affiliate of the Company if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Lawit is acting as Paying Agent) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The funded by the Company shall will make all interest, premium, if any, Additional Interest, if any, and principal cash payments in immediately available U.S. dollars in respect of the Notes represented by the Global Notes by wire transfer of immediately available funds to any Holder who shall have given written directions the accounts specified by the Holders of the Global Notes notified to the Paying Agent in writing prior to the relevant Record Date. With respect to Certificated Notes, the Trustee (or Paying Agent) will make all cash payments in immediately available U.S. dollars by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address; provided that if the Company or any Affiliate of the Company is acting as Paying Agent to Agent, it shall make such payments by wire transfer pursuant payment to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or Holders as specified above.
(d) At least four Business Days prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed first Payment Date and, if there has been any change with respect to the Holders at their address matters set forth in the register below-mentioned certificate, at least three Business Days prior to each Payment Date thereafter, the Company shall furnish the Trustee and the Paying Agent with an Officers’ Certificate instructing the Trustee and the Paying Agent as to any circumstances in which payments of principal of, or interest on, the Notes due on such date shall be subject to deduction or withholding for, or on account of, any taxes described in Section 4.21 and the rate of any such deduction or withholding. If any such deduction or withholding shall be required and if the Company therefore becomes liable to pay Additional Amounts, if any, pursuant to Section 4.21 hereof then at least three Business Days prior to each Payment Date, the Company shall furnish the Trustee and the Paying Agent with a certificate which specifies the amount required to be withheld on such payment to Holders of the Notes, and the Additional Amounts, if any, due to the Holders of the Notes, and at least one Business Day prior to such Payment Date, will pay to the Paying Agent such Additional Amounts, if any, as shall be required to be paid to such Holders.
(e) Whenever the Company appoints a Paying Agent other than the Trustee for the purpose of paying amounts due in respect of the Notes, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Company, among other things, to be bound by and observe the provisions of this Indenture (including the Notes). The Company shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee,
(i) that it will hold all sums received by it as such Paying Agent for the payment of the principal of, or interest on, the Notes (whether such sums have been paid to it by or on behalf of the Company or by any other obligor on the Notes, the Subsidiary Guarantee or the JV Subsidiary Guarantee (if any)) in trust for the benefit of the Holders of the Notes or of the Trustee;
(ii) that it will give the Trustee written notice of any failure by the Company (or by any other obligor on the Notes, the Subsidiary Guarantee or the JV Subsidiary Guarantee (if any)) to make any payment of the principal, or interest on, the Notes and any other payments to be made by or on behalf of the Company under this Indenture, when the same shall be due and payable; and
(iii) that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of a failure referred to in clause (ii) above.
(f) Anything in this Section 4.01 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held by the Company or any Paying Agent hereunder, as required by this Section 4.01 and such sums shall be held by the Trustee upon the trusts herein contained. If the Paying Agent shall pay all sums held to the Trustee as required under this Section 4.01, the Paying Agent shall have no further liability for the money so paid over to the Trustee.
(g) Anything in this Section 4.01 to the contrary notwithstanding, the agreements to hold sums as provided in this Section 4.01 are subject to the provisions of Section 8.04.
(h) Notwithstanding any other provision in this Section 4.01, if the Company is permitted under this Indenture to pay PIK Interest and elects to pay interest in the form of PIK Notes in the manner provided for in this Indenture and the Notes, then all such interest paid in the form of PIK Notes shall be considered paid or duly provided for, for all purposes of this Indenture and the Notes, and shall not be considered overdue.
Appears in 5 contracts
Sources: Indenture (Yin Jia Investments LTD), Indenture (Yin Jia Investments LTD), Indenture (Yin Jia Investments LTD)
Payment of Notes. (a) The Company shall Issuer agrees to pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalNot later than 9:00 A.M. (New York City time) on the due date of any principal of, premium, if any, or interest on, any Notes, or any redemption or purchase price of the Notes, the Issuer shall deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts; provided, that if the Issuer or any Affiliate of the Issuer is acting as Paying Agent, it shall, on or before each due date, segregate and Additional Interesthold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case, the Issuer shall promptly notify the Trustee of its compliance with this paragraph.
(b) An installment of principal, premium, if any, or interest shall be considered paid on the date due if the Trustee (or Paying Agent, if other than the Company Issuer or a Subsidiary thereof, any Affiliate of the Issuer) holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal the installment. If the Issuer or any Affiliate of or the Issuer acts as Paying Agent, an installment of principal, premium, if any, Additional Interest, if any, or interest shall be considered paid on the Notes then due. due date only if paid to the Holders.
(c) The Company shall Issuer agrees to pay all Additional Interestinterest on overdue principal, and, to the extent lawful, overdue installments of interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location rate per annum specified in the Notes. The Company shall pay interest .
(including post-petition interest d) Payments in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time respect of the Notes represented by the Global Notes are to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments be made by wire transfer of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate immediately available funds to the extent lawfulaccounts specified by the Holders of the Global Notes. The Company With respect to Certificated Notes, the Issuer shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments accounts specified by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersthereof or, if no such account is specified, by mailing a check to each Holder’s registered address.
Appears in 4 contracts
Sources: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)
Payment of Notes. The Company shall pay or cause to be paid the principal of or of, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying AgentAgent holds, if as of 10:00 a.m. London time one Business Day prior to such date (or such other than time as the Company or a Subsidiary thereofand the Paying Agent may mutually agree from time to time, holds as of 11:00 a.m. Eastern Time on the due date but always subject to actual receipt), money deposited by the Company in same day immediately available cleared funds and designated for and sufficient to pay all principal of or premiumprincipal, premium and Additional Amounts, if any, Additional Interestand interest then due and is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The Company shall promptly notify the Trustee and the applicable Paying Agent of its failure to so deposit. Subject to actual receipt of amounts in same day immediately available cleared funds as provided by this Section 4.01 by the designated Paying Agent, if any, or interest such Paying Agent shall make payments on the Notes then duein accordance with this Indenture. In any event, the Company shall, prior to 10:00 a.m. London time on the second Business Day prior to the date on which the Principal Paying Agent receives payment, procure that the bank effecting payment for it confirms by SWIFT message to the Principal Paying Agent that an irrevocable payment instruction has been given. A Paying Agent (or the Trustee, if applicable) shall only be obliged to make a payment under this Indenture if it has actually received the full amount due on the Notes in same day immediately available cleared funds from the Company as required under this Section 4.01. Subject to Section 2.13, the Paying Agent or the Trustee, as the case may be, shall be entitled to make payments net of Taxes or other amounts required by any applicable law to be withheld or deducted and if such a withholding or deduction is so required, the Paying Agent will not pay any additional amount in respect of such withholding or deduction. The Company shall pay all Additional Interest, if any, interest (including post-petition interest in the same manner any proceeding under any Bankruptcy Law) on the dates and in the amounts set forth in the Registration Rights Agreement overdue principal at the location specified in rate equal to the then applicable interest rate on the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periodperiods) from time to time on demand at the same rate rate. If a Paying Agent pays out funds on or after the due date therefor, or pays out funds (although it is not obligated to do so) on the extent lawful. The assumption that the corresponding payment by the Company has been or shall be made and such payment has in fact not been so made by the Company, then the Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or on demand reimburse the Paying Agent for the relevant amount, and pay interest to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by on such Holder amount from the date on or prior which it is paid out to the applicable record date. All other payments on Notes will be made date of reimbursement at a rate per annum equal to the office or agency cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersexpressed as a rate per annum.
Appears in 4 contracts
Sources: Indenture (Encore Capital Group Inc), Indenture (Encore Capital Group Inc), Indenture (Encore Capital Group Inc)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofone of its Subsidiaries, holds as of 11:00 a.m. Eastern Time 12:30 p.m. New York City time on the due date money deposited by the Company or a Guarantor in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall pay all or cause to be paid Additional Interest, if any, in the same manner on the dates of its choosing in the amounts and in the amounts manner set forth in the Registration Rights Agreement at the location specified in the Notes. Agreement.
(b) The Company shall pay or cause to be paid interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. .
(c) The Company may at any time, for the purpose of obtaining Satisfaction and Discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money.
(d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or prior such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersCompany.
Appears in 4 contracts
Sources: Indenture (Laredo Petroleum, Inc.), Supplemental Indenture (Laredo Petroleum, Inc.), Indenture (Laredo Petroleum, Inc.)
Payment of Notes. (a) The Company shall Issuer will pay or cause to be paid the principal of or premiumof, any premium on (if any) and interest, and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalNot later than 10:00 a.m. (New York City time), premiumon the due date of any principal or interest on any Notes, if anythe Tax Redemption Date pursuant to Section 3.01 or the redemption date pursuant to Section 3.02 (each a “Payment Date”), the Issuer will pay or cause to be paid to the account of the Paying and Transfer Agent at the Principal Office, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, in immediately available funds, an amount which shall be sufficient to pay the aggregate amount of principal, interest or premium or all of such amounts, as the case may be, becoming due in respect of the Notes on such Payment Date; provided, however, that if the Issuer or any Affiliate of the Issuer is acting as Paying and Additional InterestTransfer Agent, if anyit shall, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case the Issuer shall promptly notify the Trustee of its compliance with this Section 4.01. The Paying and Transfer Agent shall not be bound to make any payment until it has received, in immediately available funds, an amount sufficient to pay the full amount due to be paid to it pursuant to this Section 4.01. The Trustee (or the Paying and Transfer Agent) shall not be liable to account for interest on money paid to it by the Issuer.
(b) An installment of principal, premium or interest will be considered paid on the date due if the Paying and Transfer Agent, if other than the Company Issuer or a Subsidiary thereofany Affiliate of the Issuer, holds as of 11:00 10:00 a.m. Eastern Time (New York City time) on the due date money deposited by the Company that date, in immediately available funds and funds, money designated for and sufficient to pay all the installment. If the Issuer or any Affiliate of the Issuer acts as Paying and Transfer Agent, an installment of principal of or premium, if any, Additional Interest, if any, or interest will be considered paid on the due date only if paid to the Holders.
(c) The Paying and Transfer Agent, which will include the Issuer or any Affiliate of the Issuer if it is acting as Paying and Transfer Agent, will make payments in respect of the Notes then due. The Company shall pay all Additional Interest, if any, in represented by the same manner on Global Notes by wire transfer of immediately available funds to the dates and in accounts specified by the amounts set forth in Holders of the Registration Rights Agreement at the location specified in the Global Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal With respect to Certificated Notes, the Paying and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall Transfer Agent will make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing (at the expense of the Issuer) a check to each Holder’s registered address; provided, however, that if the Issuer or any Holder who Affiliate of the Issuer is acting as Paying and Transfer Agent, it shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed payment to the Holders at their address set forth as specified above.
(d) At least 30 days prior to each Payment Date, if the Issuer or any Note Guarantor is obligated hereunder to pay any Additional Amounts with respect to the payment to be made on such Payment Date, the Issuer shall furnish the Paying and Transfer Agent(s) with an Officers’ Certificate instructing the Paying and Transfer Agent(s) as to any circumstances in which payments of principal of, or interest or premium on, the register Notes due on such date shall be subject to deduction or withholding for, or on account of, any Taxes described in Section 4.17 and the rate of any such deduction or withholding and, if any such deduction or withholding shall be required and if the Issuer or any Note Guarantor therefore becomes liable to pay Additional Amounts, if any, pursuant to Section 4.17, then (i) such Officer’s Certificate will specify the Additional Amounts, if any, due to the Holders of the Notes and (ii) the Issuer or any Note Guarantor will pay to the Paying and Transfer Agent(s) such Additional Amounts, if any, as shall be required to be paid to such Holders.
(e) Whenever the Issuer appoints a Paying and Transfer Agent other than a Person who is also acting as the Trustee for the purpose of paying amounts due in respect of the Notes, it will cause such Paying and Transfer Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Issuer, among other things, to be bound by and observe the provisions of this Indenture (including the Notes). The Issuer shall cause each Paying and Transfer Agent other than a Person who is also acting as the Trustee to execute and deliver to the Trustee an instrument in which such Paying and Transfer Agent shall agree with the Trustee;
(i) that it will hold all sums received by it as such Paying and Transfer Agent for the payment of the principal of, or premium or interest on, the Notes (whether such sums have been paid to it by or on behalf of the Issuer or by any other obligor on the Notes or the Note Guarantee) in trust for the benefit of the Holders or of the Trustee;
(ii) that it will as soon as possible give the Trustee written notice of any failure by the Issuer (or by any other obligor on the Notes or the Note Guarantee) to make any payment of the principal of, or premium or interest on, the Notes and any other payments to be made by or on behalf of the Issuer under this Indenture, when the same shall be due and payable; and
(iii) that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of a failure referred to in clause (ii) above. Anything in this Section 4.01 to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Issuer or any Paying and Transfer Agent hereunder, as required by this Section 4.01 and such sums shall be held by the Trustee upon the trusts herein contained. If the Paying and Transfer Agent shall pay all sums held in trust to the Trustee as required under this Section 4.01, the Paying and Transfer Agent shall have no further liability for the money so paid over to the Trustee. Anything in this Section 4.01 to the contrary notwithstanding, the agreements to hold sums in trust as provided in this Section 4.01 are subject to the provisions of Section 8.04.
Appears in 4 contracts
Sources: Indenture (Enduro SpA), Indenture (Emeco Parts Pty LTD), Indenture (Emeco Parts Pty LTD)
Payment of Notes. Principal of, and premium, if any, and interest on the Notes will be payable at the office or agency of the Company maintained for such purpose or, at the option of the paying agent, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders provided that all payments of principal, premium, if any, interest with respect to Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional Interestand interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 4 contracts
Sources: Indenture (Urban One, Inc.), Indenture (Urban One, Inc.), Indenture (Radio One, Inc.)
Payment of Notes. The Company shall pay or cause to be paid Payment of the principal of and interest and premium on all Notes shall be payable as follows:
(a) On or premiumbefore 11:00 a.m., if any, Additional Interest, if anyNew York City time, or interest such other time as shall be agreed upon between the Trustee and the Company, of the day on the Notes on the dates, at the location and in the manner provided in the Notes and this Indenture. Principal, premium, if anywhich payment of principal, interest and Additional Interestpremium is due on any Global Note pursuant to the terms thereof, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company shall deliver to the Trustee funds available on such date sufficient to make such payment, by wire transfer of immediately available funds or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on by instructing the due date money deposited Trustee to withdraw sufficient funds from an account maintained by the Company in immediately available funds and designated for and sufficient with the Trustee or such other method as is acceptable to pay all principal of the Trustee. On or premiumbefore 12:00 noon, if any, Additional Interest, if anyNew York City time, or such other time as shall be agreed upon between the Trustee and the Depositary, of the day on which any payment of interest is due on any Global Note (other than at Maturity), the Notes then due. The Company Trustee shall pay all Additional Interest, if any, in to the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition Depositary such interest in any proceeding under any Bankruptcy Law) same day funds. On or before 1:00 p.m., New York City time or such other time as shall be agreed upon between the Trustee and the Depositary, of the day on overdue principal which principal, interest payable at Maturity and premium, if any, from time to time is due on demand at any Global Note, the then applicable interest rate on Trustee shall deposit with the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at Depositary the same rate amount equal to the extent lawful. The Company shall make all interestprincipal, interest payable at Maturity and premium, if any, Additional Interestby wire transfer into the account specified by the Depositary. As a condition to the payment, if anyat Maturity, of any part of the principal of, interest on, and applicable premium of any Global Note, the Depositary shall surrender, or cause to be surrendered, such Global Note to the Trustee, whereupon a new Global Note shall be issued to the Depositary pursuant to Section 2.06(f) hereof.
(b) With respect to any Note that is not a Global Note, principal, applicable premium and interest due at the Maturity of the Note shall be payable in immediately available funds when due upon presentation and surrender of such Note at the corporate trust office of the Trustee or at the authorized office of any paying agent in the Borough of Manhattan, The City and State of New York. Interest on any Note that is not a Global Note (other than interest payable at Maturity) shall be paid by check payable in clearinghouse funds mailed to the Holder thereof at such Holder's address as it appears on the register; provided that if the Trustee receives a written request from any Holder of Notes, the aggregate principal payments amount of which having the same Interest Payment Date equals or exceeds $10,000,000, on or before the applicable Regular Record Date for such Interest Payment Date, interest on such Note shall be paid by wire transfer of immediately available funds to any Holder who shall have given written directions to a bank within the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent continental United States designated by such Holder on in its request or prior to by direct deposit into the applicable record date. All other payments on Notes will be made at account of such Holder designated by such Holder in its request if such account is maintained with the office Trustee or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersany paying agent.
Appears in 4 contracts
Sources: Indenture (Great Plains Energy Inc), Indenture (Great Plains Energy Inc), Indenture for Subordinated Debt Securities (Great Plains Energy Inc)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or and interest on the Notes in U.S. dollars on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. PrincipalOn or prior to 10:00 a.m. local time in the Place of Payment on each Interest Payment Date and the relevant Maturity Date, premiumthe Company shall deposit or have deposited with the Paying Agent in the Place of Payment with respect to such Notes immediately available U.S. dollar funds sufficient to make cash payments due on such Interest Payment Date or relevant Maturity Date, if anyas the case may be. If the Company, the Guarantor or an Affiliate of the Company is acting as Paying Agent, the Company, the Guarantor or such Affiliate shall, prior to 10:00 a.m. local time in the Place of Payment with respect to the Notes on each Interest Payment Date and the relevant Maturity Date, segregate and hold in trust U.S. dollar funds sufficient to make cash payments due on such Interest Payment Date or relevant Maturity Date, as the case may be, with respect to the Notes. Principal and interest and Additional Interest, if any, shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if Agent (other than the Company Company, the Guarantor or a Subsidiary thereof, an Affiliate of the Company) holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available accordance with this Indenture U.S. dollar funds and designated for and sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders of or premium, if any, Additional Interest, if any, or Notes on that date pursuant to the terms of this Indenture.
(b) Each Paying Agent shall notify the Trustee promptly in writing when it has received from the Company payment of the principal and/or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest with respect to each Interest Payment Date and/or relevant Maturity Date.
(including post-petition interest in any proceeding under any Bankruptcy Lawc) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate Notwithstanding anything to the extent lawful. The contrary contained in this Indenture, the Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer (but without prejudice to the obligations of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent Guarantor to make such payments by wire transfer pursuant pay Additional Amounts in accordance with a requirement of the Indenture) may, to the wire transfer instructions supplied extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the Company United States of America from principal or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdershereunder.
Appears in 4 contracts
Sources: Indenture (Pearson PLC), Indenture (Pearson PLC), Indenture (Pearson PLC)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofone of its Subsidiaries, holds as of 11:00 a.m. Eastern New York Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. If any Interest Payment Date, Maturity Date, redemption date or other payment date falls on a day that is not a Business Day, the relevant payment will be made on the next Business Day with the same force and effect as if made on the relevant Interest Payment Date, Maturity Date, redemption date or other payment date. No interest will accrue for the period from and after the applicable Interest Payment Date, Maturity Date, redemption date or other payment date, as the case may be. The Company shall pay all Additional Interest, if any, on the dates, in the same manner on the dates amounts and in the amounts manner set forth in the Registration Rights Agreement at the location specified in the Notes. Agreement.
(b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand in respect of the Notes at the rate then applicable interest rate in effect on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 4 contracts
Sources: Indenture (Range Resources Corp), Indenture (Range Resources Corp), Indenture (Range Resources Corp)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, Cash Interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofone of its Subsidiaries, holds as of 11:00 a.m. Eastern 1:00 p.m. New York Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall pay all Additional InterestIf a payment date is not a Business Day, if any, in the same manner payment may be made on the dates next succeeding day that is a Business Day, and no interest shall accrue on such payment for the intervening period provided such payment is made on the next succeeding Business Day. Any PIK Payment shall be considered paid on the date it is due (a) if PIK Interest Notes have been issued therefor, such PIK Interest Notes have been executed by the Company and authenticated by the Trustee on or prior to the date the payment is due in accordance with the amounts set forth in terms of this Indenture and (b) if the Registration Rights Agreement at PIK Payment is made by increasing the location specified in principal amount of Global Notes then authenticated, the Notes. Company has delivered the written request required by Section 2.14 and the Trustee has increased the principal amount of Global Notes then authenticated by the relevant amount on or prior to the date the payment is due.
(b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, on the Notes from time to time on demand at one percentage point in excess of the rate then applicable interest rate in effect on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same such higher rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 3 contracts
Sources: Indenture (Goodrich Petroleum Corp), Indenture (Goodrich Petroleum Corp), Note Purchase Agreement (Goodrich Petroleum Corp)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will unless otherwise required by such Holder on mandatory provisions of applicable escheat, or prior abandoned or unclaimed property law, be repaid to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersCompany.
Appears in 3 contracts
Sources: Indenture (Oasis Petroleum Inc.), Indenture (Extraction Oil & Gas, Inc.), Indenture (Extraction Oil & Gas, Inc.)
Payment of Notes. (a) The Company Issuer shall pay or cause to be paid the principal of or premium, if any, Additional and interest (including Defaulted Interest, if any, or interest ) on the Notes in euros on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. PrincipalPrior to 1:00 p.m. London time, premiumon the Business Day prior to each Interest Payment Date and the Maturity Date, if anythe Issuer shall deposit with the Paying Agent in immediately available funds euros sufficient to make cash payments due on such Interest Payment Date or Maturity Date, as the case may be. If the Issuer or an Affiliate of the Issuer is acting as Paying Agent, the Issuer or such Affiliate shall, prior to 3:00 p.m. London time on the Business Day prior to each Interest Payment Date and the Maturity Date, segregate and hold in trust euros, sufficient to make cash payments due on such Interest Payment Date or Maturity Date, as the case may be. Principal and interest and Additional Interest, if any, shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if Agent (other than the Company Issuer or a Subsidiary thereof, an Affiliate of the Issuer) holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and accordance with this Indenture euros designated for and sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.
(b) Notwithstanding anything to the contrary contained in this Indenture, the Issuer may, to the extent it is required to do so by law, deduct or premiumwithhold income or other similar taxes imposed by the United States of America from principal or interest.
(c) In order to comply with applicable tax laws (inclusive of rules, if any, Additional Interest, if any, or interest on regulations and interpretations promulgated by competent authorities) related to the Notes then due. The Company shall pay all Additional Interest, if any, Indenture in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, effect from time to time on demand at (“Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the then applicable interest rate on Issuer agrees (i) to provide to the Notes; it shall pay interest Trustee and the Paying Agent sufficient information about the parties and/or transactions (including post-petition interest in any proceeding modification to the terms of such transactions) so the Trustee and the Paying Agent can determine whether it has tax related obligations under any Bankruptcy Applicable Tax Law) on overdue installments of interest and Additional Interest, if any, (without regard ii) that the Trustee and the Paying Agent shall be entitled to make any applicable grace period) withholding or deduction from time to time on demand at the same rate payments to the extent lawfulnecessary to comply with Applicable Tax Law for which the Trustee and the Paying Agent shall not have any liability and (iii) to hold harmless the Trustee and the Paying Agent for any losses it may suffer due to the actions it takes to comply with Applicable Tax Law. The Company terms of this section shall make all interest, premium, if any, Additional Interest, if any, survive the termination of this Indenture.
(d) The Issuer hereby instructs the Trustee to establish an “Issue Date Note Account” for reception of the interest and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to for the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersIssue Date Notes.
Appears in 3 contracts
Sources: Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv)
Payment of Notes. The Company shall pay (a) On or prior to 11:00 a.m., New York City time, on the Business Day prior to any Payment Date and/or Maturity Date the Issuer will deposit or cause to be paid deposited with the principal of or premiumPaying Agent, in immediately available funds, a sum in Dollars sufficient to pay the principal, premium (if any) or interest due on each Note on such Payment Date and/or Maturity Date; provided, Additional Interesthowever, any funds received after 11:00 a.m. New York time shall be deemed to be have been received and deposited on the Business Day following receipt by the Paying Agent.
(b) Principal, premium (if any, ) or interest on the Notes on the dates, at the location and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying AgentAgent holds, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time a.m., New York City time on the due date date, money deposited by or on behalf of the Company Issuer in immediately available funds in Dollars and designated for and sufficient to pay all principal of or premiumprincipal, premium (if any, Additional Interest, if any, ) or interest on the Notes then due. The Company Paying Agent will return to the Issuer upon written request therefore from the Issuer, no later than two Business Days following the date of receipt of such written request, the amount of any payment in excess of the total amount required to be paid on all of the outstanding Notes.
(c) Except as specified in Section 2.10(d), payments of all amounts that become due and payable in respect of any Note shall pay all Additional Interestbe made by the Paying Agent without surrender or presentation of such Note to the Paying Agent. The Paying Agent shall have no responsibility regarding notations of payment on a Note and shall be responsible only for maintaining its records in accordance with this Indenture. Absent manifest error, if anythe records of the Paying Agent shall be controlling as to payments in respect of the Notes.
(d) Notwithstanding Section 2.10(b), in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement payment of principal of any Note shall be made only against surrender of such Note at the Corporate Trust Office of the Paying Agent (or such other location specified as the Paying Agent shall notify the applicable Holder).
(e) Payments to Holders shall be by electronic funds transfer in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any an account maintained by such Holder who shall have given with a bank having electronic funds transfer capability upon written directions application to the Company or the Paying Agent to make such payments (received by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent not later than the relevant record date) by a Holder holding Notes or, if not, by check sent by first-class mail to the address of such Holder appearing on the Register as of the relevant record date; provided, however, that the final payment in respect of any Note shall be made only as provided in Section 2.10(d). Unless such designation for payment by electronic funds transfer is revoked in writing, any such designation made by such Holder shall remain in effect with respect to any future payments to such Holder.
(f) So long as the Notes are listed on or prior to the applicable record date. All other Singapore Stock Exchange and the rules of such exchange so require, payments of principal on Definitive Notes will may be made by presenting and surrendering such Notes at the office or agency of a Singapore paying agent to be appointed by the Issuer, such Singapore paying agent to have the same duties and rights conferred to a Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersAgent.
Appears in 3 contracts
Sources: Indenture (Auna S.A.), Indenture (Auna S.A.), Indenture (Auna S.A.A.)
Payment of Notes. (a) The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, and interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. .
(b) The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful.
(c) All payments made by or on behalf of the Company or any of the Guarantors under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Company or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (i) and (ii), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor or other payor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:
(1) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or this Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee;
(2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);
(3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes;
(4) any Taxes withheld, deducted or imposed on a payment to an individual and that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive;
(5) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union;
(6) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee;
(7) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation;
(8) any Taxes imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or
(9) any combination of clauses (1) through (8) above.
(d) In addition to the foregoing, the Company and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee.
(e) If the Company or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s Certificate.
(f) The Company or the relevant Guarantor will make all interestwithholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), premiumwithin 60 days after the date the payment of any Taxes so deducted or withheld is made, if anycertified copies of Tax receipts evidencing payment by the Company or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity.
(g) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional InterestAmounts are, if anywere or would be payable in respect thereof.
(h) The obligations described under Sections 4.01(c), (d), (e) and (f) hereof will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and principal payments by wire transfer of immediately available funds will apply, mutatis mutandis, to any Holder who shall have given written directions jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company Notes (or the Paying Agent by such Holder on any Note Guarantee) and any political subdivision or prior to the applicable record date. All other payments on Notes will be made at the office taxing authority or agency of thereof or therein having the Paying Agent and Registrar within the City and State of New York unless the Company elects power to make interest payments by check mailed to the Holders at their address set forth in the register of Holderstax.
Appears in 3 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Payment of Notes. (a) The Company shall will pay or cause to be paid the principal of or premiumand interest, Additional Amounts, if any, Additional Interestand premium (including, for the avoidance of doubt, Cash Sweep Premium, if any), if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalNot later than 10:00 a.m. (Hong Kong time) one Business Day prior to the Interest Payment Date, premiumthe due date of any principal on any Notes, the due date of any Cash Sweep Premium, the Tax Redemption Date pursuant to Section 3.01 or the redemption date pursuant to Section 3.02 (each a “Payment Date”), the Company will pay or cause to be paid to the account of the Principal Paying Agent at the principal office of the Principal Paying Agent at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment, in immediately available and cleared funds, an amount which shall be sufficient to pay the aggregate amount of principal, interest, premium (including, for the avoidance of doubt, any Cash Sweep Premium) and Additional Amounts, if any, interest or a combination of the foregoing, as the case may be, becoming due in respect of the Notes on such Payment Date; provided that if the Notes are in certificated form and the Company or any Affiliate of the Company is acting as the paying agent, it shall, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case the Company shall promptly notify the Trustee and the Principal Paying Agent of its compliance with this paragraph. Neither the Trustee nor the Principal Paying Agent shall be bound to make any payment until it has received the full amount in immediately available and cleared funds due to be paid to it pursuant to this Section 4.01.
(b) The Company shall procure that by 10:00 a.m. (Hong Kong time) on the second Business Day prior to each Payment Date the bank through which such payment is to be made will send to the Principal Paying Agent confirmation that it has received from the Company an irrevocable instruction to make the relevant payment (by facsimile transmission or SWIFT).
(c) An installment of principal, interest, premium (including, for the avoidance of doubt, any Cash Sweep Premium) and Additional InterestAmounts, if any, shall or a combination of the foregoing, as the case may be, will be considered paid on the date due if the Principal Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal the installment. If the Notes are in certificated form and the Company or any Affiliate of or premiumthe Company acts as the paying agent, if anyan installment of principal, interest, premium (including, for the avoidance of doubt, any Cash Sweep Premium) and Additional InterestAmounts, if any, or interest a combination of the foregoing, as the case may be, will be considered paid on the Notes then due. The Company shall pay all Additional Interest, due date only if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate paid to the extent lawful. Holders.
(d) The Company shall Trustee or the Principal Paying Agent will make all interest, premium, if any, Additional Interest, if any, and principal payments in respect of the Notes represented by the Global Notes by wire transfer of immediately available funds to any Holder who shall have given written directions the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company or the Principal Paying Agent to will make such all payments by wire transfer pursuant of immediately available and cleared funds to the wire transfer instructions supplied accounts specified by the Holders thereof or, if no such account is specified, the Company may make payments by mailing a check to each Holder’s registered address; provided that if the Company or any Affiliate of the Paying Agent by Company is acting as paying agent, it shall make such Holder on or payment to the Holders as specified above.
(e) At least 30 days prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed first Payment Date and, if there has been any change with respect to the Holders at their address matters set forth in the register below-mentioned certificate, at least 30 days prior to each Payment Date thereafter, the Company shall furnish the Trustee with an Officers’ Certificate instructing the Trustee and the Agents as to any circumstances in which payments of principal of, or interest or premium (including, for the avoidance of doubt, any Cash Sweep Premium), if any, on, the Notes due on such date shall be subject to deduction or withholding for, or on account of, any Taxes described in Section 4.17 and the rate of any such deduction or withholding. If any such deduction or withholding shall be required and if the Company therefore becomes liable to pay any Additional Amounts pursuant to Section 4.17 then at least 30 days prior to each Payment Date, the Company shall furnish the Trustee and the Agents with a certificate which specifies the amount required to be withheld on such payment to Holders of the Notes, and any Additional Amounts due to the Holders of the Notes, and at least one Business Day prior to such Payment Date, will pay to the Principal Paying Agent such any Additional Amounts as shall be required to be paid to such Holders.
(f) Whenever the Company appoints a Principal Paying Agent other than the Trustee for the purpose of paying amounts due in respect of the Notes, it will cause such Principal Paying Agent to execute and deliver to the Trustee an instrument substantially in the form as set forth in Exhibit E hereto or as the parties agreed otherwise in which such agent shall agree with the Company, among other things, to be bound by and observe the provisions of this Indenture (including the Notes). The Company shall cause each Principal Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Principal Paying Agent shall agree with the Trustee,
(i) that it will hold all sums received by it as such Principal Paying Agent for the payment of the principal of, or interest, premium (including, for the avoidance of doubt, any Cash Sweep Premium) or Additional Amounts, if any, on, the Notes (whether such sums have been paid to it by or on behalf of the Company or by any other obligor on the Notes, the Parent Guarantee or the Subsidiary Guarantees) in trust for the benefit of the Holders or of the Trustee;
(ii) that it will give the Trustee written notice of any failure by the Company (or by any other obligor on the Notes, the Parent Guarantee or the Subsidiary Guarantees) to make any payment of the principal of, or interest, premium (including, for the avoidance of doubt, any Cash Sweep Premium) or Additional Amounts, if any, on, the Notes and any other payments to be made by or on behalf of the Company under this Indenture, when the same shall be due and payable; and
(iii) that it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of a failure referred to in clause (ii) above. Anything in this Section 4.01 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Principal Paying Agent hereunder, as required by this Section 4.01 and such sums shall be held by the Trustee upon the trusts herein contained. If the Principal Paying Agent shall pay all sums held in trust to the Trustee as required under this Section 4.01, the Principal Paying Agent shall have no further liability for the money so paid over to the Trustee. Notwithstanding any other provision in this Section 4.01, if the Company is permitted under this Indenture to pay PIK Interest in the manner provided for in this Indenture and the Notes, then all such interest paid in the form of PIK Notes shall be considered paid or duly provided for, for all purposes of this Indenture and the Notes, and shall not be considered overdue. Anything in this Section 4.01 to the contrary notwithstanding, the agreements to hold sums in trust as provided in this Section 4.01 are subject to the provisions of Section 9.04.
Appears in 3 contracts
Sources: Indenture (Energy Resources Rail LLC), Indenture (Enrestechnology LLC), Indenture (Enrestechnology LLC)
Payment of Notes. The Company No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of or premiumof, interest and premium and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premiuminterest, if any, interest premium and Additional InterestAmounts, if any, shall be considered paid on the date due if the Paying Agent receives such payment by such time in the manner provided in the Notes. Principal, premium, if any, Additional Amounts, if any, and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 by 10 a.m. Eastern Time (London time) on the Business Day prior to the due date date, money deposited by the Company in immediately available funds Issuer. Principal of, interest, premium and designated for and sufficient to pay all principal of or premiumAdditional Amounts, if any, on the Notes will be payable at the corporate trust office or agency of the Paying Agent maintained in London, England, for such purposes. All payments on the Global Notes shall be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that ▇▇▇▇▇▇. Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Security Register for such Definitive Registered Notes. The Company Issuer shall pay interest (including post-petition post‑petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at one percent (1%) per annum in excess of the then applicable interest rate on the Notes; it Notes to the extent lawful. The Issuer shall pay interest (including post-post petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 3 contracts
Sources: Indenture (International Game Technology PLC), Indenture (International Game Technology PLC), Indenture (International Game Technology PLC)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid for all purposes hereunder on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds holds, as of 11:00 10:00 a.m. Eastern Time on the due date (New York City time), money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or such principal, premium, if any, and interest and Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at Agreement; provided, however, the location specified in Company shall deliver an Officers’ Certificate to the NotesTrustee stating that Additional Interest is due and stating the amount of such Additional Interest on $1,000 aggregate principal amount of Notes to the Trustee no later than the Record Date of such payment. Unless and until the Trustee receives an Officers’ Certificate stating that Additional Interest is due and payable, the Trustee is entitle to assume no Additional Interest is due.
(b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 3 contracts
Sources: Indenture (Nuveen Investments Holdings, Inc.), Indenture (Nuveen Investments Holdings, Inc.), Indenture (VWR Funding, Inc.)
Payment of Notes. (a) The Company shall Issuer agrees to pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalNot later than 9:00 a.m. (New York City time) on the due date of any principal of or interest on any Notes, premiumor any redemption or purchase price of the Notes, the Issuer will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts; provided that if anythe Issuer or a Wholly Owned Subsidiary is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case the Issuer will promptly notify the Trustee of its compliance with this paragraph.
(b) An installment of principal or interest and Additional Interest, if any, shall will be considered paid on the date due if the Trustee (or Paying Agent, if other than the Company Issuer or a Wholly-Owned Subsidiary thereof, of the Issuer) holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and designated for and sufficient to pay all the installment. If the Issuer or a Wholly-Owned Subsidiary of the Issuer acts as Paying Agent, an installment of principal of or premium, if any, Additional Interest, if any, or interest will be considered paid on the Notes then due. The Company due date only if paid to the Holders.
(c) Additional Interest shall pay all Additional Interest, if anybe paid at the same times, in the same manner and to the same Persons as ordinary interest on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuer shall pay interest (including post-petition interest notify the Trustee within five Business Days after each and every date on which an event occurs in any proceeding under any Bankruptcy Law) on overdue principal respect of which Additional Interest is required to be paid and premium, if any, from time to time on demand at of the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments amount of interest and such Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 3 contracts
Sources: Purchase Agreement (GeoEye, Inc.), Indenture (GeoEye, Inc.), Indenture (GeoEye, Inc.)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or and premium, if any, and interest (including Additional Interest, if any, or interest ) on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than one of the Company or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time (New York City time) on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest then due.
(b) The principal amount and accrued interest on the Notes then due. The shall be payable at the office or agency of the Company shall pay all Additional Interestmaintained for such purpose; provided that, if any, except in the same manner on case of a Global Note, the dates and Company will pay interest (i) by check mailed to the address of the Person entitled thereto as such address will appear in the amounts set forth Note Register or (ii) by wire transfer in immediately available funds to each Holder with an aggregate principal amount of Notes in excess of $5,000,000, to the Registration Rights Agreement place and account within the United States designated in writing at least 15 calendar days prior to the location Interest Payment Date by the Person entitled thereto as specified in the Notes. Note Register.
(c) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Debtor Relief Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Debtor Relief Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. .
(d) The Company shall make all interest, premium, if any, Additional Interest, if any, Trustee and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent shall be entitled to make such any withholding or deductions from payments by wire transfer pursuant to the wire transfer instructions supplied extent necessary to comply with applicable law and the Company or Trustee and the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth shall not have any liability in the register of Holdersconnection with compliance therewith.
Appears in 3 contracts
Sources: Indenture (Block, Inc.), Indenture (Square, Inc.), Indenture (Square, Inc.)
Payment of Notes. The Company shall pay or cause to be paid the principal promptly make all payments in respect of or premium, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, An installment of principal or interest and Additional Interest, if any, shall be considered paid on the date it is due if the Paying Agent, if Agent (other than the Company or a Subsidiary thereofCompany) holds by 11:00 a.m., holds as of 11:00 a.m. Eastern Time New York City time, on the due that date money money, deposited by the Company or an Affiliate thereof, sufficient to pay the installment. Except in the case of a redemption, a Change of Control Offer or an Asset Sale Offer, accrued and unpaid interest on any Note that is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name that Note is registered at the close of business on the record date for such interest at the office or agency of the Company maintained for such purpose. The Company shall (in immediately available funds and designated for and sufficient funds), to the fullest extent permitted by law, pay all interest on overdue principal of or (including premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates ) and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestfrom the original due date to the date paid, if any, (without regard to any applicable grace period) from time to time on demand at the same rate applicable to the extent lawfulNote, which interest shall be payable on demand. The Company shall will make all interestpayments in respect of the Notes represented by the Global Notes (including principal, premium, if any, Additional Interest, if any, and principal payments interest) by wire transfer of immediately available funds to the accounts specified by the Holder of the Global Note. The Company will make all payments of principal, interest and premium, if any, with respect to Definitive Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Definitive Notes, in the case of a Holder holding an aggregate principal amount of Notes of $1,000,000 or more, or, if no such account is specified or in the case of a Holder holding an aggregate principal amount of Notes of less than $1,000,000, by mailing a check to each such Holder’s registered address. All payments shall be made in immediately available funds in U.S. dollars. Payments to any Holder who holding an aggregate principal amount of Notes in excess of $1,000,000 shall have given written directions be made by wire transfer in immediately available funds to an account maintained by such Holder in the United States, if such Holder has provided wire transfer instructions to the Company or the Paying Agent to make such payments by wire transfer pursuant at least 10 Business Days prior to the payment date. Any wire transfer instructions supplied to received by the Company or Trustee will remain in effect until revoked by the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersHolder.
Appears in 3 contracts
Sources: Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or of, interest, premium, if any, Additional Intereston, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, Cash Interest and premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time 10:00 a.m., New York City time, on the due date money deposited by the Company or a Subsidiary Guarantor in immediately available funds and designated for and sufficient to pay all principal of or principal, Cash Interest and premium, if any, Additional Interest, if any, or interest on the Notes then due. The PIK Interest shall be considered paid on the date due if not later than 10 business days prior to the relevant Interest Payment Date, the Company shall pay all delivers to the Trustee and the Paying Agent (if other than the Trustee), (i) with respect to Notes represented by Definitive Notes, the required amount of Additional InterestNotes represented by Definitive Notes (rounded down to the nearest whole dollar) and a Company Order to authenticate and deliver such Additional Notes or (ii) with respect to Notes represented by one or more Global Notes, a Company Order to increase the outstanding principal amount of such Global Notes by the required amount (rounded down to the nearest whole dollar) (or, if anynecessary, in pursuant to the same manner requirements of the Depositary or otherwise, the required amount of Additional Notes represented by Global Notes (rounded down to the nearest whole dollar) and a Company Order to authenticate and deliver such new Global Notes). All payments made by the Company under or with respect to the Notes will be made free and clear of and without withholding or deduction for, or on account of, any Taxes, unless the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. withholding or deduction of such Taxes is then required by law.
(b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate equal to time on demand at the then then-applicable interest rate on the Notes; and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional (whether Cash Interest or PIK Interest), if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate as on overdue principal to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 2 contracts
Sources: Indenture (Comstock Oil & Gas, LP), Indenture (Comstock Oil & Gas, LP)
Payment of Notes. (a) The Company shall Issuers agree to pay or cause to be paid the principal of or of, premium, if any, Additional Interestand interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalNot later than 9:00 a.m. (New York City time) on the due date of any principal of, premium, if any, interest and Additional Interestor interest, if any, shall on, any Notes, or any redemption or purchase price of the Notes, the Issuers will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts; provided, however, that if the Issuers or any Affiliate of the Issuers is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case, the Issuers will promptly notify the Trustee of their compliance with this Section 4.01.
(b) An installment of principal, premium, if any, or interest, if any, will be considered paid on the date due if the Trustee (or Paying Agent, if other than the Company Issuers or a Subsidiary thereof, any Affiliate of the Issuers) holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal the installment. If any of the Issuers or premiumtheir Affiliates acts as Paying Agent, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments an installment of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interestprincipal, premium, if any, Additional Interestor interest, if any, and principal will be considered paid on the due date only if paid to the Holders.
(c) The Issuers agree to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest, if any, at the rate per annum specified in the Notes.
(d) Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Issuers will make all payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments accounts specified by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersthereof or, if no such account is specified, by mailing a check to each Holder’s registered address.
Appears in 2 contracts
Sources: Indenture (Shea Homes Limited Partnership), Indenture (Shea Homes Limited Partnership)
Payment of Notes. The Company shall promptly pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location and in the manner provided in the Notes and this Indenture. Principalprincipal, premium, if any, interest and Additional InterestAmounts, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Tranche A Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth manner provided in the Registration Rights Agreement at the location specified in the Tranche A Notes. The Company shall promptly pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interestprincipal, premium, if any, interest and Additional InterestAmounts, if any, on the Tranche B Notes on the dates and principal payments in the manner provided in the Tranche B Notes. Except in the case that the Guarantor or any Affiliate of the Guarantor is the Paying Agent, the Company may satisfy its obligations under the preceding sentences by wire transfer of immediately available funds making payment to any Holder who shall have given written directions to the Paying Agent. To the extent lawful, the Company or the Paying Agent Guarantor shall pay interest on overdue principal at the rate borne by the Tranche A Notes and shall pay interest on overdue installments of interest at the same rate. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and, in the case of an incomplete month, the number of days elapsed, the amount of interest payable on the Tranche A Notes for any period to make such payments by wire transfer pursuant be equal to the wire transfer instructions supplied to product of (i) the principal amount of the Tranche A Notes outstanding during such period, (ii) the stated rate of interest per annum (expressed as a decimal fraction) payable on the Tranche A Notes and (iii) a fraction, the numerator of which is the total number of full months elapsed in such period multiplied by 30, plus the number of days in an incomplete month during which such Tranche A Notes were outstanding, and the denominator of which is 360. To the extent lawful, the Company or the Paying Agent Guarantor shall pay interest on overdue principal at the rate borne by such Holder the Tranche B Notes and shall pay interest on or prior overdue installments of interest at the same rate. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and, in the case of an incomplete month, the number of days elapsed, the amount of interest payable on the Tranche B Notes for any period to be equal to the applicable record date. All other payments on Notes will be made at product of (i) the office or agency principal amount of the Paying Agent Tranche B Notes outstanding during such period, (ii) the stated rate of interest per annum (expressed as a decimal fraction) payable on the Tranche B Notes and Registrar within (iii) a fraction, the City numerator of which is the total number of full months elapsed in such period multiplied by 30, plus the number of days in an incomplete month during which such Tranche B Notes were outstanding, and State the denominator of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderswhich is 360.
Appears in 2 contracts
Sources: Indenture (Stanley Works), Indenture (Black & Decker Corp)
Payment of Notes. The Company Issuer shall pay or cause have caused the Trustee to establish an account (the “Trustee Account”) to be paid maintained by the principal Trustee for the benefit of or premium, if any, Additional Interest, if any, or the Holders with respect to payments of interest on the Notes 2017 B Notes, over which the Trustee shall have sole control and dominion. Interest on the dates2017 B Notes will accrue, at and be payable by or on behalf of the location and in Issuer to the manner Trustee, daily; provided in that the Notes and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid failure by the Issuer to make or have made any such daily payment to the Trustee on the date due if the Paying Agent, if any day will not constitute a Default so long as (a) (x) no payment or other than transfer by the Company or a Subsidiary thereof, holds as any of 11:00 a.m. Eastern Time its Restricted Subsidiaries shall have been made on such day under the due date money Cash Management Arrangements or (y) the amount of funds on deposit in the Trustee Account on such day is equal to the amount of interest which has accrued up to and including such day and (b) on each Interest Payment Date the aggregate amount of funds deposited by in the Company in immediately available funds and designated for and Trustee Account is sufficient to pay all principal the aggregate amount of or premium, if any, Additional Interest, if any, or interest on the 2017 B Notes then duethat is payable by the Trustee to Holders of 2017 B Notes on such Interest Payment Date; provided further, however, that payments of interest shall only be deemed to be overdue to the extent that the aggregate amount of funds deposited in the Trustee Account is not sufficient to pay the aggregate amount of interest on the 2017 B Notes that is payable by the Trustee to Holders on the applicable Interest Payment Date. The Company Issuer or any Guarantor will not be the legal owners of the funds on deposit in the Trustee Account. Such amounts may be in cash in U.S. dollars, in Government Securities or in a combination thereof. Any interest earned on Government Securities held in the Trustee Account will be applied to pay fees and expenses of the Trustee and, to the extent of any excess, returned to the Company. Upon the making by or on behalf of the Issuer of any payment into the Trustee Account, the Issuer’s obligation to pay accrued interest shall be discharged to the extent of the amount so paid. If the Trustee fails to make an interest payment on the 2017 B Notes but the Issuer has deposited the funds with the Trustee, it will not be a Default. Unless otherwise expressly instructed in writing by the Issuer, the amounts in the Trustee Account shall be held in cash in U.S. dollars. The Issuer shall pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the 2017 B Registration Rights Agreement at the location specified in the NotesAgreement. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1.0% per annum in excess of the then applicable interest rate on the Notes2017 B Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Special Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company Trustee shall make all interestpay or cause to be paid the aggregate amount of interest payable on the 2017 B Notes on the dates and in the manner provided in the 2017 B Notes. Principal, premium, if any, Additional Special Interest, if any, and principal payments interest shall be considered paid on the date due if the Trustee holds as of noon Eastern Time on the Interest Payment Date money deposited by wire transfer of the Issuer in immediately available funds and designated for and sufficient to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record datepay all principal, premium, if any, and interest then due. All other payments on Notes will If an Interest Payment Date is not a Business Day, payment may be made at on the office next succeeding day that is a Business Day, and no additional interest or agency other amounts shall be payable in respect of the Paying Agent and Registrar within the City and State interest period for which such payment is made as a result of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register such extension of Holderstime.
Appears in 2 contracts
Sources: Indenture (CC Media Holdings Inc), Indenture (Clear Channel Outdoor Holdings, Inc.)
Payment of Notes. (a) The Company shall Issuer agrees to pay or cause to be paid the principal of or premiumand interest (including, without limitation, any Additional Amounts, if any, Additional Interest, if any, or interest ) on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalNot later than 10:00 A.M. (New York City time) on the Business Day (solely in New York City) immediately prior to the due date of the payment of any principal of or interest on any Notes, premiumor any redemption of the Notes, the Issuer will deposit with the Principal Paying Agent Dollars in immediately available funds sufficient to pay such amounts, provided that if anythe Issuer or any Affiliate of the Issuer is acting as a Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of Dollars sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case the Issuer will promptly notify the Trustee in writing of its compliance with this Section 4.01.
(b) Payments made on the Notes will be applied first to interest due and Additional Interest, if any, shall payable on the Notes and then to the reduction of the unpaid principal amount of the Notes. An installment of principal or interest will be considered paid on the date due if the Trustee (or Paying Agent, if other than the Company Issuer or a Subsidiary thereof, any Affiliate of the Issuer) holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and Dollars designated for and sufficient to pay all the installment. If the Issuer or any Affiliate of the Issuer acts as a Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders.
(c) Each payment in full of or premiumprincipal, if anyredemption amount, Additional InterestAmounts and/or interest payable in respect of any Note made by or on behalf of the Issuer to or to the order of the Principal Paying Agent in the manner specified in the Notes and this Indenture on the date due shall be valid and effective to satisfy and discharge the obligation of the Issuer to make payment of principal, if anyredemption amount, Additional Amounts and/or interest payable in respect of any Note on such date, provided, however, that the liability of the Principal Paying Agent hereunder shall not exceed any amounts paid to it by the Issuer, or interest held by it, on behalf of the Notes then due. The Company shall pay all Additional Interest, if anyHolders under this Indenture; and provided further that, in the same manner on event that there is a default by the dates Principal Paying Agent in any payment of principal, redemption amount, Additional Amounts and/or interest in respect of any Note in accordance with the Notes and in this Indenture, the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuer shall pay on demand such further amounts as will result in receipt by the Holder of such amounts as would have been received by it had no such default occurred.
(d) The Issuer agrees to pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal principal, and premiumto the extent lawful, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate per annum specified in the Notes (1% per annum in excess of the rate per annum borne by the Notes).
(e) Payments in respect of the Notes represented by the Global Notes are to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments be made by wire transfer of immediately available funds to any the accounts specified by the Depositary, as the Holder who of the Global Notes. With respect to Certificated Notes all payments shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made payable at the office or agency of the Principal Paying Agent.
(f) In the event a Paying Agent receives from the Issuer or a Guarantor funds in Dollars for the payment of principal, redemption amount, Additional Amounts and/or interest in respect of any Note and Registrar within the City and State of New York unless the Company elects such Paying Agent defaults in its obligation to make interest payments by check mailed any such payment, such funds in Dollars shall be returned to the Holders at their address set forth in Issuer or Guarantor, as the register case may be, promptly upon the written request by the Issuer or Guarantor, as the case may be, and all liability of Holdersthe Trustee and the Paying Agents with respect to such funds will cease.
Appears in 2 contracts
Sources: Indenture (Ultrapar Holdings Inc), Indenture (Ultrapar Holdings Inc)
Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofof the Issuer, holds as of 11:00 a.m. Eastern Time a.m., New York City time, on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest, if any, then due. All references in this Indenture or the Notes to “interest” shall be deemed to include Additional Interest, if any, or interest on unless the Notes then duecontext requires otherwise. The Company shall Issuer will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the applicable Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall the Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company Issuer may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company Issuer on its request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payments by wire transfer pursuant repayment, shall, at the expense of the Issuer, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersIssuer.
Appears in 2 contracts
Sources: Indenture (Range Resources Corp), Indenture (Range Resources Corp)
Payment of Notes. The Subject to the provisions of Article 10, the Company shall pay or cause to be paid the principal of or of, and premium, if any, and interest (including Additional Interest, if any, or interest ) on the Notes on the dates, at the location dates and in the manner provided in the Notes. Holders must surrender their Notes and this Indentureto the Paying Agent to collect principal payments. PrincipalThe Notes will be payable as to principal, premium, if any, and interest (including Additional Interest), if any, at the office or agency of the Company maintained for such purpose within the City and State of New York or, at the option of the Company, by wire transfer of immediately available funds or, in the case of Physical Notes only, by mailing a check to the registered address of the Holder. So long as the Global Note Holder is the registered owner of any Notes, the Global Note Holder will be considered the sole holder of outstanding Notes represented by such Global Notes under this Indenture. Payments in respect of the principal of, premium, if any, and interest (including Additional Interest), if any, on any Notes registered in the name of the Global Note Holder on the applicable Record Date will be payable by the Trustee to or at the direction of such Global Note Holder in its capacity as the registered holder under this Indenture. None of the Company, the Guarantors or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of Notes by the Depository, or for maintaining, supervising or reviewing any records of the Depository relating to such Notes. Principal, premium or interest (including Additional Interest, if any, ) shall be considered paid on the date due if if, by 12:00 noon (Eastern Standard Time) on the Business Day immediately preceding such date, the Company has deposited with the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company Agent U.S. Legal Tender in immediately available funds and designated for and sufficient to pay all principal of such principal, premium or premium, if any, interest (including Additional Interest, if any); provided, however, that principal, premium or interest on the Notes then due. The Company shall pay all (including Additional Interest, if any) shall not be considered paid within the meaning of this Section 4.01 if U.S. Legal Tender intended to pay such principal, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay premium or interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments is held by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer for the benefit of holders of Senior Indebtedness of the Company pursuant to the wire transfer instructions supplied provisions of Article 10. The Paying Agent shall return to the Company or Company, no later than five days following the Paying Agent by such Holder date of payment, any money that exceeds the amount then due and payable on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersNotes.
Appears in 2 contracts
Sources: Indenture (Birds Eye Foods, Inc.), Indenture (Linden Oaks Corp)
Payment of Notes. The Company shall Issuer will pay or cause to be paid (and the Security Agent will pay at the direction of the Issuer upon receipt of immediately available funds from the Issuer or any of its Restricted Subsidiaries) the principal of or premiumof, premium on, if any, interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the no later than 10:00 a.m., London time, one Business Day prior to such due date money deposited by the Company Issuer (or the Security Agent at the direction of the Issuer) in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes then due. The Company shall pay all Additional InterestIf the Issuer or any of its Subsidiaries acts as Paying Agent, principal of, premium on, if any, in the same manner interest and Additional Amounts, if any, on the dates and in Notes, shall be considered paid on the amounts set forth in due date if the Registration Rights Agreement at the location specified in the Notesentity acting as Paying Agent complies with Section 2.04. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the Notes; it shall Notes to the extent lawful. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest interest, premium and Additional InterestAmounts, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 2 contracts
Sources: Indenture (Intrum ZRT), Indenture (Intrum ZRT)
Payment of Notes. The Company No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of or premiumof, interest and premium and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location and in the manner provided in the Notes and this IndentureNotes. Principal, premiuminterest, if any, interest premium and Additional InterestAmounts, if any, shall be considered paid on the date due if the Principal Paying Agent, receives such payment by such time in the manner provided in the Notes. Principal, premium, if any, Additional Amounts, if any, and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 by 10 a.m. Eastern Time (London time) on the Business Day prior to the due date date, money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, Additional Amounts, if any, and interest then due. Principal of, interest, premium and Additional InterestAmounts, if any, on Global Notes will be payable at the corporate trust office or interest agency of the Principal Paying Agent maintained in the City of London for such purposes, at the corporate trust office or agency of the Paying Agent maintained in the Borough of Manhattan, City of New York, for such purposes and, for as long as any Notes are admitted to trading on the Euro MTF and listed on the Official List of the Luxembourg Stock Exchange, at the office of the Paying Agent appointed in Luxembourg. All payments on the Global Notes then duewill be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. The Company shall pay all Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Register for such Definitive Registered Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the Notes; it Notes to the extent lawful. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 2 contracts
Sources: Indenture (Sappi LTD), Indenture (Sappi LTD)
Payment of Notes. The Company shall pay or cause to be paid the principal of of, or premium, if any, Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. PrincipalAn installment of principal of, or premium, if any, or interest and Additional Intereston, if any, the Notes shall be considered paid on the date it is due if the Trustee or Paying Agent, if Agent (other than the Company or a Subsidiary thereof, an Affiliate of the Company) holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and U.S. Legal Tender designated for and sufficient to pay all the installment in full and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture. Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder. On each Interest Payment Date beginning March 1, 2008, in addition to accrued interest due on that date, the Company shall make a payment (the "HYDO Payment") on each Note in cash in immediately available funds, which payment will reduce the outstanding principal amount at maturity of or premiumthe Note in an amount equal to the excess, if any, Additional Interestof (1) the total amount of interest and original issue discount (as determined under the Internal Revenue Code of 1986, if any, or interest as amended (the "Code")) accrued on the Notes then due. The Company shall pay Note through such Interest Payment Date, over (2) the sum of (x) all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay of interest (including post-petition interest accrued original issue discount) paid in cash with respect to such Note (or any proceeding predecessor Note) through and including such Interest Payment Date; (y) all HYDO Payments previously made by the Company; and (z) the annual "yield to maturity" applicable for purposes of the accrual of original issue discount under any Bankruptcy Law) on overdue the Code multiplied by the original principal and premium, if any, from time to time on demand amount at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, maturity (without regard to any applicable grace periodprincipal at maturity increases) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within Note. Any reduction as described in this paragraph will reduce the City and State principal amount at maturity of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersNote for all purposes under this Indenture.
Appears in 2 contracts
Sources: Credit Agreement (Golfsmith International Holdings Inc), Indenture (Golfsmith International Holdings Inc)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofone of its Subsidiaries, holds as of 11:00 a.m. Eastern Time 12:30 p.m. New York City time on the due date money deposited by the Company or a Guarantor in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. .
(b) The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay or cause to be paid interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. .
(c) The Company may at any time, for the purpose of obtaining Satisfaction and Discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money.
(d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersas trustee thereof, shall thereupon cease.
Appears in 2 contracts
Sources: Indenture (Vital Energy, Inc.), Indenture (Vital Energy, Inc.)
Payment of Notes. (a) The Company shall Issuer will pay or cause to be paid the principal of or premiumof, premium on, if any, and interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. .
(b) The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful.
(c) All payments made by or on behalf of the Issuer or any of the Guarantors under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. The Company shall make all interestIf any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Issuer or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (i) and (ii), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company Issuer or the Paying Agent to make relevant Guarantor or other payor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by wire transfer each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:
(1) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or this Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee;
(2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);
(3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes;
(4) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union;
(5) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee;
(6) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation;
(7) any Taxes imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the wire transfer instructions supplied Code; or
(8) any combination of clauses (1) through (7) above.
(d) In addition to the Company foregoing, the Issuer and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the Paying Agent by such Holder receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee.
(e) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on or a date that is at least 30 days prior to the applicable record date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. All The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s Certificate.
(f) The Issuer or the relevant Guarantor will make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity.
(g) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(h) The obligations described under Sections 4.01(c), (d), (e) and (f) hereof will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes will be made at the office (or any Note Guarantee) and any political subdivision or taxing authority or agency of thereof or therein having the Paying Agent and Registrar within the City and State of New York unless the Company elects power to make interest payments by check mailed to the Holders at their address set forth in the register of Holderstax.
Appears in 2 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Payment of Notes. The Company shall promptly pay or cause to be paid the principal of or of, premium, if any, Additional (including, notwithstanding anything to the contrary herein, the payment of the Maturity Premium set forth on Section 5.6(d) due on the maturity date of the Notes, as applicable), Cash Interest and PIK Interest, if anyas applicable, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, interest and Additional Interest, if any, Cash Interest shall be considered paid on the date due if by 11:00 a.m. (Eastern time) on such date, the Trustee or the Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on the due date in accordance with this Indenture money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due and the Trustee or the Paying Agent, if anyas the case may be, or interest is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. PIK Interest shall be considered paid on the Notes then due. The date due if, on such date the Trustee shall have received by electronic delivery or by first class mail postage prepaid, (i) a Company shall pay all Additional Interest, if any, Order to increase the aggregate principal amount of an outstanding Note as a result of a PIK Payment in the same manner on the dates and in the amounts amount set forth in such Company Order or (ii) PIK Notes duly executed by the Registration Rights Agreement at Company together with a Company Order pursuant to Section 2.2 requesting the location specified authentication of such PIK Notes by the Trustee in the Notesamount of such PIK Interest due as set forth in such Company Order. Such Company Order, shall set forth the amount of interest payable as Cash Interest and the amount of interest payable as PIK Interest, as applicable, on the applicable Interest Payment Date. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on specified therefor in the Notes; , and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions Notwithstanding anything to the contrary contained in this Indenture, the Company or the Paying Agent to make such payments by wire transfer pursuant may, to the wire transfer instructions supplied extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the Company United States of America from principal or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdershereunder.
Appears in 2 contracts
Sources: Indenture (Beach Acquisition Co Parent, LLC), Indenture (Skechers Usa Inc)
Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofof the Issuer, holds as of 11:00 a.m. Eastern Time 10:00 a.m., New York City time, on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest, if any, then due. All references in this Indenture or the Notes to “interest” shall be deemed to include Additional Interest, if any, or interest on unless the Notes then duecontext requires otherwise. The Company shall Issuer will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the applicable Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall the Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company Issuer may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company Issuer on its request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payments by wire transfer pursuant repayment, shall, at the expense of the Issuer, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersIssuer.
Appears in 2 contracts
Sources: Indenture (WildHorse Resource Development Corp), Indenture (Memorial Resource Development Corp.)
Payment of Notes. The Company shall pay or cause to be paid the principal of or of, and premium, if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, premium and interest and Additional Interest, if any, shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premiumthe principal, if anypremium and interest due on such date. Interest (including, without limitation, Additional Interest, if any, or interest ) on the Notes then dueshall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Trustee shall have no responsibility to monitor whether Additional Interest is due and payable or to calculate the amount of any Additional Interest which may become due and payable. Unless otherwise provided in the applicable Registration Rights Agreement, the Company shall pay all Additional Interest, if any, in the same manner manner, at the same times and to the same Persons as interest otherwise payable on the dates Notes entitled to receive such Additional Interest. Additional Interest, if any, shall be payable under the circumstances and at the rate specified in the amounts set forth in the applicable Registration Rights Agreement, which Registration Rights Agreement at may provide for the location specified in payment of Additional Interest on some, but not all, of the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue the principal of and premium, if any, from time to time on demand on, and may pay interest on, any Certificated Notes at the then applicable interest rate office or agency maintained by the Company for such purpose in the United States of America as required by Section 4.02, upon surrender of such Certificated Notes by the Holders thereof at such office or agency. Interest on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestCertificated Notes may also be paid, if any, (without regard to any applicable grace period) from time to time on demand at the same rate Company’s option, by check mailed to the extent lawfuladdresses of the Holders entitled thereto appearing in the registry books of the Registrar or by wire transfer to accounts in the United States of America specified by such Holders. The Company shall make all interestwill pay principal of, and premium, if any, Additional Interestand interest on, Global Notes registered in the name of the Depositary or its nominee in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Note. The Company will pay interest on overdue principal of, and, to the extent permitted by applicable law, on overdue premium, if any, and principal payments by wire transfer overdue installments of immediately available funds to any Holder who shall have given written directions interest on, the Notes at a per annum rate equal to the Company interest per annum otherwise borne by the Notes, to, but excluding, the date on which such overdue principal, premium or interest, as the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company case may be, is considered paid or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth provided for as provided in the register first paragraph of Holdersthis Section 4.01 or is otherwise paid or provided for.
Appears in 2 contracts
Sources: Indenture (Starwood Property Trust, Inc.), Indenture (Starwood Property Trust, Inc.)
Payment of Notes. (a) The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, and interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. .
(b) The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful.
(c) All payments made by or on behalf of the Company or any of the Guarantors under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Company or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (i) and (ii), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor or other payor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:
(1) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or this Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee;
(2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);
(3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes;
(4) any Taxes withheld, deducted or imposed on a payment to an individual and that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive;
(5) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union;
(6) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee;
(7) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation;
(8) any Taxes imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or
(9) any combination of clauses (1) through (8) above.
(d) In addition to the foregoing, the Company and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee.
(e) If the Company or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s Certificate.
(f) The Company or the relevant Guarantor will make all interestwithholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), premiumwithin 60 days after the date the payment of any Taxes so deducted or withheld is made, if anycertified copies of Tax receipts evidencing payment by the Company or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity.
(g) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional InterestAmounts are, if anywere or would be payable in respect thereof.
(h) The obligations described under Sections 4.01(c), (d), (e) and (f) hereof will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and principal payments by wire transfer of immediately available funds will apply, mutatis mutandis, to any Holder who shall have given written directions jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company Notes (or the Paying Agent by such Holder on any Note Guarantee) and any political subdivision or prior to the applicable record date. All other payments on Notes will be made at the office taxing authority or agency of thereof or therein having the Paying Agent and Registrar within the City and State of New York unless the Company elects power to make interest payments by check mailed to the Holders at their address set forth in the register of Holderstax.
Appears in 2 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Payment of Notes. The Company Issuer shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofSubsidiary, holds as of 11:00 a.m. Eastern Time (New York City time) on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due. In any case where an Interest Payment Date, if any, Redemption Date or interest any other stated maturity of any payment required to be made on the Notes shall not be a Business Day, then dueeach such payment need not be made on such date, but shall be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or stated maturity of such payment and no additional interest shall be payable as a result of such delay in payment. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make All references to “interest” on the Notes in this Indenture will be deemed to include all interest, premiumSpecial Interest payable pursuant to the Registration Rights Agreement, if any. Notwithstanding anything to the contrary contained herein, Additional in the event the Issuer is required to pay Special Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given the Issuer will provide written directions notice to the Company or Trustee of the Paying Agent Issuer’s obligation to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or pay Special Interest no later than 15 days prior to the applicable record date. All other payments on Notes will next Interest Payment Date (or such shorter period as may be made at agreed by the office or agency Trustee), which notice shall set forth the amount of the Paying Agent and Registrar within Special Interest to be paid by the City and State of New York unless Issuer (but the Company elects failure to make interest payments by check mailed provide such notice shall not affect the Issuer’s obligation to pay such Special Interest when due). The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether any Special Interest is payable or the Holders at their address set forth in the register of Holdersamount thereof.
Appears in 2 contracts
Sources: Indenture (Meredith Corp), Indenture (Meredith Corp)
Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or interest on the Notes as provided in the Notes and this Indenture. The Company shall promptly make all payments in respect of the Notes on the dates, at the location dates and in the manner provided in the Notes and or pursuant to this Indenture. PrincipalPrincipal Amount, premiumPurchase Price and Fundamental Change Purchase Price and accrued and unpaid interest, if anySpecial Interest, interest Additional Amounts and Additional Interest, if any, shall be considered paid on the applicable date due if by 11:00 a.m., New York City time, on such date the Paying AgentAgent holds, in accordance with this Indenture, cash or securities, if other than the Company or a Subsidiary thereofpermitted hereunder, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes such amounts then due. The Company shall pay all Additional Interestshall, if anyto the fullest extent permitted by law, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest interest, Special Interest, Additional Amounts and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate borne by the Notes per annum plus 1%. All references in this Indenture or the Notes to the extent lawful. The Company shall make all interestinterest shall, premiumwithout duplication, if anybe deemed to include Special Interest, Additional Amounts and Additional Interest, if any, payable pursuant to the Registration Rights Agreement. If at any time Additional Interest becomes payable by the Company pursuant to the Registration Rights Agreement, the Company shall promptly deliver to the Trustee a certificate to that effect and stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such Additional Interest is payable pursuant to the terms of the Registration Rights Agreement. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment. Each payment of the principal of and interest, Special Interest, Additional Amounts and Additional Interest, if any, on the Notes due in cash shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Subject to Section 4.1 and Section 5.1, the Company shall pay interest, Additional Amounts and Additional Interest, if any, on the Notes to the Person in whose name the Notes are registered at the close of business on the Regular Record Date next preceding the corresponding Interest Payment Date. Any such interest, Additional Amounts and Additional Interest, if any, not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Person in whose name the Notes are registered at the close of business on a Special Record Date for the payment of such defaulted interest, Additional Amounts and Additional Interest, if any, to be fixed by the Trustee, notice whereof shall be given to the Holders not less than 10 calendar days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. In addition to any other payment required by the Notes and this Indenture, the Company shall make a one-time payment (a “Special Interest Payment”), as special interest (“Special Interest”), in an amount equal to 4% of the principal amount of the Notes outstanding as of the Special Interest Record Date. The Special Interest Payment shall be paid to the Person in whose name the Notes are registered at the close of business on a special interest payment record date (“Special Interest Payment Record Date”) for the payment of such Special Interest, which shall be four business days after the Acquisition Date. The Special Interest Payment shall be payable five business days after the completion of the Company’s acquisition of InfrastruX Group, Inc. (the “Acquisition Date”). On or prior to the Acquisition Date, the Company shall deliver to the Trustee a certificate stating the amount of Special Interest that is payable pursuant to this Section 6.1 and the date on which Special Interest is payable. The Holder must surrender the Notes to the Paying Agent to collect payment of principal. Payment of cash interest, Additional Amounts and Additional Interest, if any, on Certificated Securities in the aggregate principal amount of $5,000,000 or less shall be made by check mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of cash interest, Additional Amounts and Additional Interest, if any, on Certificated Securities in aggregate principal amount in excess of $5,000,000 shall be made by wire transfer in immediately available funds at the election of such Holder. Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or its nominee, all payments with respect to the Notes shall be made by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company account of the Depositary or its nominee. At the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder Stated Maturity, interest, Additional Amounts and Additional Interest, if any, on or prior to the applicable record date. All other payments on Notes Certificated Securities will be made payable at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth described in the register of HoldersSection 6.5.
Appears in 2 contracts
Sources: Consent Agreement (Willbros Group, Inc.\NEW\), Consent Agreement (Willbros Group, Inc.\NEW\)
Payment of Notes. The Company Issuer shall pay or cause to be paid the principal of or of, premium, if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in this Indenture and the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofthereof (including the Issuer), holds as of 11:00 a.m. Eastern Time 12:00 p.m. (noon) (New York City time) on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due. Such Paying Agent shall return to the Issuer promptly, and in any event, no later than two (2) Business Days following the date of payment, any money (including accrued interest) that exceeds such amount of principal, premium, if any, or and interest paid on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. To the extent lawful, the Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is equal to the then applicable interest rate on the Notes; Notes and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) periods), from time to time on demand at the same rate to the extent lawful. The Company Interest shall make all interestbe computed on the basis of a 360-day year comprised of twelve 30-day months. For purposes of the Interest Act (Canada), premium, if any, Additional Interest, if any, and principal payments by wire transfer the yearly rate of immediately available funds to any Holder who shall have given written directions interest that is equivalent to the Company or rate payable hereunder is the Paying Agent to make such payments rate payable multiplied by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency actual number of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth days in the register of Holdersyear and divided by 360.
Appears in 2 contracts
Payment of Notes. (a) The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, and interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. .
(b) The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful.
(c) All payments made by or on behalf of the Company or any of the Guarantors under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Company or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (i) and (ii), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor or other payor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:
(1) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or this Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee;
(2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);
(3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes;
(4) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union;
(5) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee;
(6) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation;
(7) any Taxes imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or
(8) any combination of clauses (1) through (7) above.
(d) In addition to the foregoing, the Company and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee.
(e) If the Company or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s Certificate.
(f) The Company or the relevant Guarantor will make all interestwithholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), premiumwithin 60 days after the date the payment of any Taxes so deducted or withheld is made, if anycertified copies of Tax receipts evidencing payment by the Company or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity.
(g) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional InterestAmounts are, if anywere or would be payable in respect thereof.
(h) The obligations described under Sections 4.01(c), (d), (e) and (f) hereof will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and principal payments by wire transfer of immediately available funds will apply, mutatis mutandis, to any Holder who shall have given written directions jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company Notes (or the Paying Agent by such Holder on any Note Guarantee) and any political subdivision or prior to the applicable record date. All other payments on Notes will be made at the office taxing authority or agency of thereof or therein having the Paying Agent and Registrar within the City and State of New York unless the Company elects power to make interest payments by check mailed to the Holders at their address set forth in the register of Holderstax.
Appears in 2 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Payment of Notes. The Company Issuer shall pay or cause have caused the Trustee to establish an account (the “Trustee Account”) to be paid maintained by the principal Trustee for the benefit of or premium, if any, Additional Interest, if any, or the Holders with respect to payments of interest on the Notes 2017 A Notes, over which the Trustee shall have sole control and dominion. Interest on the dates2017 A Notes will accrue, at and be payable by or on behalf of the location and in Issuer to the manner Trustee, daily; provided in that the Notes and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid failure by the Issuer to make or have made any such daily payment to the Trustee on the date due if the Paying Agent, if any day will not constitute a Default so long as (a) (x) no payment or other than transfer by the Company or a Subsidiary thereof, holds as any of 11:00 a.m. Eastern Time its Restricted Subsidiaries shall have been made on such day under the due date money Cash Management Arrangements or (y) the amount of funds on deposit in the Trustee Account on such day is equal to the amount of interest which has accrued up to and including such day and (b) on each Interest Payment Date the aggregate amount of funds deposited by in the Company in immediately available funds and designated for and Trustee Account is sufficient to pay all principal the aggregate amount of or premium, if any, Additional Interest, if any, or interest on the 2017 A Notes then duethat is payable by the Trustee to Holders of 2017 A Notes on such Interest Payment Date; provided further, however, that payments of interest shall only be deemed to be overdue to the extent that the aggregate amount of funds deposited in the Trustee Account is not sufficient to pay the aggregate amount of interest on the 2017 A Notes that is payable by the Trustee to Holders on the applicable Interest Payment Date. The Company Issuer or any Guarantor will not be the legal owners of the funds on deposit in the Trustee Account. Such amounts may be in cash in U.S. dollars, in Government Securities or in a combination thereof. Any interest earned on Government Securities held in the Trustee Account will be applied to pay fees and expenses of the Trustee and, to the extent of any excess, returned to the Company. Upon the making by or on behalf of the Issuer of any payment into the Trustee Account, the Issuer’s obligation to pay accrued interest shall be discharged to the extent of the amount so paid. If the Trustee fails to make an interest payment on the 2017 A Notes but the Issuer has deposited the funds with the Trustee, it will not be a Default. Unless otherwise expressly requested in writing by the Issuer, the amounts in the Trustee Account shall be held in cash in U.S. dollars. The Issuer shall pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the 2017 A Registration Rights Agreement at the location specified in the NotesAgreement. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1.0% per annum in excess of the then applicable interest rate on the Notes2017 A Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Special Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company Trustee shall make all interestpay or cause to be paid the aggregate amount of interest payable on the 2017 A Notes on the dates and in the manner provided in the 2017 A Notes. Principal, premium, if any, Additional Special Interest, if any, and principal payments interest shall be considered paid on the date due if the Trustee holds as of noon Eastern Time on the Interest Payment Date money deposited by wire transfer of the Issuer in immediately available funds and designated for and sufficient to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record datepay all principal, premium, if any, and interest then due. All other payments on Notes will If an Interest Payment Date is not a Business Day, payment may be made at on the office next succeeding day that is a Business Day, and no additional interest or agency other amounts shall be payable in respect of the Paying Agent and Registrar within the City and State interest period for which such payment is made as a result of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register such extension of Holderstime.
Appears in 2 contracts
Sources: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Communications Inc)
Payment of Notes. The Company shall pay or cause to be paid the principal of or of, and premium, if any, Additional Interestand accrued and unpaid interest on and Liquidated Damages, if any, or interest on with respect to the Notes on the dates, at the location dates and in the manner provided in the Notes. Holders of Notes and this Indenturemust surrender their Notes to the Paying Agent to collect principal payments. PrincipalPrincipal of, premium, if any, interest and Additional Interestaccrued and unpaid interest, and Liquidated Damages, if any, shall be considered paid on the date due if the Paying Agent, if Agent (other than the Company or a Subsidiary thereofany of its Subsidiaries), holds the Global Note Holder or each Holder that has specified an account, holds, as of 11:00 a.m. Eastern Time on the due date 12:00 noon New York City time, money deposited by the Company deposited in immediately available funds and designated for and sufficient to pay in cash all principal of or principal, premium, if any, Additional Interestand accrued and unpaid interest on, and Liquidated Damages, if any, or interest then due; provided that, to the extent that the Holders have not specified accounts, such amounts shall be considered paid on the Notes then duedate due if the Company mails a check for such amounts on such date. The Paying Agent shall return to the Company, no later than five days following the date of payment, any money (including accrued interest) that exceeds the amount of principal, premium, if any, accrued and unpaid interest, and Liquidated Damages, if any, paid on the Notes. The Company shall pay all Additional InterestLiquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at Agreement. If any Liquidated Damages become payable, the location specified in Company shall not later than 3 Business Days prior to the Notesdate that any payment of Liquidated Damages is due (i) deliver an Officers' Certificate to the Trustee setting forth the amount of Liquidated Damages payable to Holders and (ii) instruct the Paying Agent to pay such amount of Liquidated Damages to Holders entitled to receive such Liquidated Damages. The To the extent lawful, the Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Lawinterest) on (i) overdue principal and premium, if any, from time premium at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the Notes; it shall pay interest , compounded semiannually and (including post-petition interest in any proceeding under any Bankruptcy Lawii) on overdue installments of interest and Additional Interest, if any, Liquidated Damages (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address as set forth in the register of Holdersclause (i), compounded semiannually.
Appears in 2 contracts
Sources: Indenture (Katz Media Group Inc), Indenture (Chancellor Media Corp of Los Angeles)
Payment of Notes. (a) The Company Issuers shall pay or cause to be paid the principal of or premium, if any, Additional and interest (including Defaulted Interest, if any, or interest ) on the Notes in U.S. Legal Tender on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. PrincipalPrior to 10:00 a.m. New York City time on each Interest Payment Date and the Maturity Date, premiumthe Issuers shall deposit with the Paying Agent in immediately available funds U.S. Legal Tender sufficient to make cash payments due on such Interest Payment Date or Maturity Date, if anyas the case may be. If either Issuer, a Note Guarantor or an Affiliate of either Issuer or a Note Guarantor is acting as Paying Agent, such Issuer, such Note Guarantor or such Affiliate shall, prior to 10:00 a.m. New York City time on each Interest Payment Date and the Maturity Date, segregate and hold in trust U.S. Legal Tender sufficient to make cash payments due on such Interest Payment Date or Maturity Date, as the case may be. Principal and interest and Additional Interest, if any, shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if Agent (other than the Company either Issuer, a Note Guarantor or an Affiliate of either Issuer or a Subsidiary thereof, Note Guarantor) holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and accordance with this Indenture U.S. Legal Tender designated for and sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of or premiumthis Indenture.
(b) Notwithstanding anything to the contrary contained in this Indenture, if anythe Issuers may, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interestthey are required to do so by law, premiumdeduct or withhold any applicable Taxes or other similar charges, if anyfees or amounts from principal, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to interest or any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdershereunder.
Appears in 2 contracts
Sources: Indenture (Elan Corp PLC), Indenture (Elan Corp PLC)
Payment of Notes. (a) The Company shall agrees to pay or cause to be paid the principal of or premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalNot later than 10:00 A.M. (New York City time) on the due date of any principal of or interest on any Notes, premiumor any redemption or purchase price of the Notes, the Company will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that if anythe Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case the Company will promptly notify the Trustee in writing of its compliance with this paragraph.
(b) An installment of principal or interest and Additional Interest, if any, shall will be considered paid on the date due if if, not later than 10:00 A.M. (New York City time) on such date, the Trustee (or Paying Agent, if other than the Company or a Subsidiary thereof, any Affiliate of the Company) holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal the installment provided, however, that the liability of or premium, if any, Additional Interest, if anythe Paying Agent hereunder shall not exceed any amounts paid to it by the Company, or held by it, on behalf of the Holders under this Indenture; and provided, further, that, in the event that there is a default by the Paying Agent in any payment of principal, redemption amount, and/or interest on in respect of any Note in accordance with the Notes then due. The and this Indenture, the Company shall pay all Additional Intereston demand such further amounts as will result in receipt by the Holder of such amounts as would have been received by it had no such default occurred. If the Company or any Affiliate of the Company acts as Paying Agent, if any, in the same manner an installment of principal or interest will be considered paid on the dates due date only if paid to the Holders.
(c) The Company agrees to pay interest on overdue principal, and in the amounts set forth in the Registration Rights Agreement overdue installments of interest at the location rate per annum specified in the Notes. The Company shall pay interest .
(including post-petition interest d) Payments in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time respect of the Notes represented by the Global Notes are to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments be made by wire transfer of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate immediately available funds to the extent lawfulaccounts specified by the Holders of the Global Notes. The With respect to Certificated Notes, the Company shall will make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments accounts specified by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersthereof or, if no such account is specified, by mailing a check to each Holder’s registered address.
Appears in 2 contracts
Sources: Indenture (UWM Holdings Corp), Indenture (UWM Holdings Corp)
Payment of Notes. The Company shall pay or cause to be paid the principal of or of, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying AgentAgent holds, if as of 10:00 a.m. New York time on such date (or such other than time as the Company or a Subsidiary thereofand the Paying Agent may mutually agree from time to time, holds as of 11:00 a.m. Eastern Time on the due date but always subject to actual receipt), money deposited by the Company in same day immediately available cleared funds and designated for and sufficient to pay all principal of or premiumprincipal, premium and Additional Amounts, if any, Additional Interestand interest then due and is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The Company shall promptly notify the Trustee and the applicable Paying Agent of its failure to so deposit. Subject to actual receipt of amounts in same day immediately available cleared funds as provided by this Section 4.01 by the designated Paying Agent, if any, or interest such Paying Agent shall make payments on the Notes then duein accordance with this Indenture. In any event, the Company shall, prior to 10:00 a.m. New York time on the second Business Day prior to the date on which the Principal Paying Agent receives payment, procure that the bank effecting payment for it confirms by SWIFT message to the Principal Paying Agent that an irrevocable payment instruction has been given. A Paying Agent (or the Trustee, if applicable) shall only be obliged to make a payment under this Indenture if it has actually received the full amount due on the Notes in same day immediately available cleared funds from the Company as required under this Section 4.01. Subject to Section 2.13, the Paying Agent or the Trustee, as the case may be, shall be entitled to make payments net of Taxes or other amounts required by any applicable law to be withheld or deducted and if such a withholding or deduction is so required, the Paying Agent will not pay any additional amount in respect of such withholding or deduction. The Company shall pay all Additional Interest, if any, interest (including post-petition interest in the same manner any proceeding under any Bankruptcy Law) on the dates and in the amounts set forth in the Registration Rights Agreement overdue principal at the location specified in rate equal to the then applicable interest rate on the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periodperiods) from time to time on demand at the same rate rate. If a Paying Agent pays out funds on or after the due date therefor, or pays out funds (although it is not obligated to do so) on the assumption that the corresponding payment by the Company has been or shall be made and such payment has in fact not been so made by the Company, then the Company shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the extent lawfulPaying Agent on such amount from the date on which it is paid out to the date of reimbursement at a rate per annum equal to the cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and expressed as a rate per annum. The Company shall make all interestrights of Holders to receive the payments of principal, premium, if any, interest, and Additional InterestAmounts, if any, on such Global Notes are subject to applicable procedures of DTC and principal payments by wire transfer of immediately available funds its direct and indirect participants, including Euroclear and Clearstream. If the due date for any payment in respect of any Note is not a Business Day, the Holder thereof will not be entitled to payment of the amount due until the next succeeding Business Day and will not be entitled to any Holder who shall have given written directions to further interest or other payment as a result of any such delay. Principal, premium, if any, interest and Additional Amounts, if any, on the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Global Notes will be made payable at the specified office or agency of one or more Paying Agents maintained for such purposes. In addition, interest on the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments Definitive Registered Notes may be paid by check mailed or by bank transfer to the Holders at their address set forth in person entitled thereto as shown on the register of Holdersfor the Definitive Registered Notes.
Appears in 2 contracts
Sources: Indenture (Encore Capital Group Inc), Indenture (Encore Capital Group Inc)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersas trustee thereof, shall thereupon cease.
Appears in 2 contracts
Sources: Indenture (Permian Resources Corp), Indenture (Permian Resources Corp)
Payment of Notes. (a) The Company Issuer shall promptly pay or cause to be paid the principal of, the cash value of or premiumany IPO Redemption Premium, if any, Additional Interestwith respect to any redemption or retirement, if anyas applicable, or and cash interest on the Notes and increase the principal amount of the Notes or issue PIK Notes to pay the PIK Interest on the datesNotes, at on the location dates and in the manner provided in the Notes and in this Indenture. PrincipalAn installment of principal of, premium, if any, cash interest and Additional Interest, if any, any PIK Notes or any increased principal amount of Notes sufficient to pay all PIK Interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on the due date 10:00 a.m., New York City time, money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal and cash interest then due, and upon delivery of an Authentication Order to the Trustee on or premiumprior to the date the payment is due of any PIK Notes to be authenticated and delivered or any increased principal amount of the applicable Global Notes sufficient to pay all PIK Interest then due, if anyand the Trustee or the Paying Agent, Additional Interestas the case may be, if any, is not prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture. Any payment of principal or interest shall be applied ratably among all series of Notes for which principal or interest is due and owing on the Notes then due. such date.
(b) The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuer shall pay interest (including including, to the extent legally allowed, post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on specified therefor in the Notes; , and it shall pay interest (including including, to the extent legally allowed, post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate borne by the Notes to the extent lawful. .
(c) The Company Issuer shall make all interestprovide the Trustee, premiumPaying Agent (if other than the Trustee) and the holders of Notes, if anywritten notice of its calculation of cash interest and PIK Interest pursuant to paragraph 1 of the Notes, Additional no less than 10 Business Days prior to the relevant Interest Payment Date, which notice shall specify the amount to be paid as cash interest and the amount to be paid as PIK Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Sunnova Energy International Inc.), Fourth Supplemental Indenture (Sunnova Energy International Inc.)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofone of its Subsidiaries, holds as of 11:00 a.m. Eastern Time 12:30 p.m. New York City time on the due date money deposited by the Company or a Guarantor in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall pay all or cause to be paid Additional Interest, if any, in the same manner on the dates of its choosing in the amounts and in the amounts manner set forth in the Registration Rights Agreement at the location specified in the Notes. Agreement.
(b) The Company shall pay or cause to be paid interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-post- petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. .
(c) The Company may at any time, for the purpose of obtaining Satisfaction and Discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money.
(d) Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or prior such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersCompany.
Appears in 2 contracts
Sources: Indenture (Laredo Petroleum Holdings, Inc.), Indenture (Laredo Petroleum, Inc.)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional and interest and Special Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in this Indenture and the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Special Interest, if any, shall any will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofthereof or Parent, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall will pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Special Interest (without regard to any applicable grace period) from time to time on demand at the same interest rate on the Notes to the extent lawful. The Company shall make all interestwill be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, Additional Interest, if anyand any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and principal payments by wire transfer the Trustee is entitled to rely conclusively on the accuracy of immediately available funds the Company’s calculations without independent verification. If Special Interest is payable on the Notes, the Company shall provide an Officer’s Certificate to the Trustee on or before the record date for each interest payment date such Special Interest is payable setting forth the amount of such Special Interest in reasonable detail. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Company relating to Special Interest to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersupon request.
Appears in 2 contracts
Sources: Indenture (Park Ohio Holdings Corp), Indenture (Park Ohio Industries Inc/Oh)
Payment of Notes. The Company Issuers shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereofSubsidiary, holds as of 11:00 a.m. Eastern Time (New York City time) on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement Agreement. In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Registrar and the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. None of the Trustee or any Agent shall at any time be under any duty or responsibility to any Holders to determine whether the location specified in Additional Interest is payable and the Notesamount thereof. The Company Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 2 contracts
Sources: Indenture (PBF Holding Co LLC), Indenture (PBF Energy Inc.)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional and interest and Special Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Special Interest, if any, shall any will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due. Such Paying Agent shall return to the Company, promptly, and in any event, no later than three Business Days following the date of payment, any money (including accrued interest) in excess of amounts required to pay the amount of principal, premium, if any, or and interest then due and owing on the Notes then dueNotes. The Company shall will pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement Agreement. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the location specified in the Notesnext succeeding day that is not a Legal Holiday. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable rate equal to 1% per annum in excess of the interest rate then in effect on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Special Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 2 contracts
Payment of Notes. The Company shall pay or covenants and agrees that it will cause to be paid the principal of (including the Fundamental Change Repurchase Price or premiumany redemption price), if anyand accrued and unpaid interest on, Additional Interest, if any, or interest on each of the Notes on at the datesplaces, at the location respective times and in the manner provided herein and in the Notes Notes, provided, however, that in the case of Global Notes, such payments of principal, interest and this Indentureother amounts payable by the Company (if any) shall be paid to the Paying Agent for onward payment to Euroclear and Clearstream. Principal, premium, if any, interest and Additional Interest, if any, shall any other amounts payable by the Company will be considered duly paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on 10:00 am London time one Business Day prior to the due date date, money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premiumprincipal, interest and other amounts payable by the Company, if any, Additional Interest, if any, or then due. Each Note shall bear interest from the date specified on the face of the form of Note attached as Exhibit A hereto. Interest on the Notes then dueshall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Person in whose name any Note (or its Predecessor Note) is registered on the Note Register at the close of business on any Interest Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date. Interest (except defaulted interest) shall be payable at the office or agency of the Company maintained by the Company for such purposes, which shall initially be the office of the Paying Agent. The Notes will be payable as to principal and interest through the Paying Agent. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest interest, if any, in any proceeding under any Bankruptcy Law) on overdue principal (and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest accrued and Additional Interestunpaid interest, if any, any (without regard to any the extent that payment of such interest is enforceable under applicable grace periodlaw) from time to time on demand (subject to Section 2.14 hereof) at the same rate provided in the Notes. All payments made by the Company under or with respect to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at free and clear of and without withholding or deduction for, or on account of, any present or future taxes unless the office withholding or agency deduction of such taxes is then required by law. The Company will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant tax authority in accordance with applicable law. The Company will use its reasonable efforts to obtain tax receipts from each tax authority evidencing the payment of any taxes so deducted or withheld. The Company will furnish to the Trustee, within a reasonable time after the date the payment of any taxes so deducted or withheld is made, certified copies of tax receipts evidencing payment by the Company, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. Upon request, copies of tax receipts or other evidence of payments, as the case may be, will be made available by the Trustee to the holders or beneficial owners of the Paying Agent and Registrar within Notes. For the City and State avoidance of New York unless doubt, the Company elects will not be required to make interest payments by check mailed to the Holders at their address set forth pay any additional or further amounts in the register respect of Holderssuch withholding or deduction.
Appears in 2 contracts
Sources: Indenture (Qiagen Nv), Indenture (Qiagen Nv)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if (i) the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time New York City time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional and Cash Interest, if any, then due and (ii) the Company has paid the PIK Interest in accordance with the terms of this Indenture and the Notes. Subject to the fulfillment of the Company’s obligations hereunder, for the avoidance of doubt and notwithstanding any other provision of this Indenture or interest on the Notes then dueNotes, PIK Interest paid in compliance with the terms of this Indenture shall be considered paid or duly provided for, for all purposes of this Indenture and the Notes, and shall not be considered overdue. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest in cash (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 2.000% per annum higher than the interest rate then applicable interest rate to Cash Interest on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, For the avoidance of doubt and principal payments by wire transfer notwithstanding any other provision of immediately available funds to any Holder who shall have given written directions to the Company this Indenture or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent Notes, all references herein and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersNotes to accrued interest shall include both accrued Cash Interest and accrued PIK Interest.
Appears in 2 contracts
Sources: First Supplemental Indenture (Peabody Energy Corp), Transaction Support Agreement (Peabody Energy Corp)
Payment of Notes. (a) The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, and interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. .
(b) The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful.
(c) All payments made by or on behalf of the Company or any of the Guarantors under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Company or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (i) and (ii), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor or other payor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:
(1) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or this Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee;
(2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period);
(3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes;
(4) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union;
(5) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee;
(6) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation;
(7) any Taxes imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or
(8) any combination of clauses (1) through (7) above.
(d) In addition to the foregoing, the Company and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property Taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee.
(e) If the Company or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee in writing promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s Certificate.
(f) The Company or the relevant Guarantor will make all interestwithholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), premiumwithin 60 days after the date the payment of any Taxes so deducted or withheld is made, if anycertified copies of Tax receipts evidencing payment by the Company or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity.
(g) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional InterestAmounts are, if anywere or would be payable in respect thereof.
(h) The obligations described under Sections 4.01(c), (d), (e) and (f) hereof will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and principal payments by wire transfer of immediately available funds will apply, mutatis mutandis, to any Holder who shall have given written directions jurisdiction in which any successor Person to the Company or the Paying Agent to make such payments by wire transfer pursuant any Guarantor is incorporated, engaged in business, organized or resident for tax purposes or any jurisdiction from or through which any payment under or with respect to the wire transfer instructions supplied to the Company Notes (or the Paying Agent any Note Guarantee) is made by or on behalf of such Holder on Person and any political subdivision or prior to the applicable record date. All other payments on Notes will be made at the office governmental authority thereof or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderstherein.
Appears in 2 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or of, premium, if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the a Registration Rights Agreement at Agreement. Whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Notes, such mention shall be deemed to include mention of the location specified payment of Additional Interest, to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to paragraph 1 of the Notes, provided, however, that the Trustee shall not be deemed to have knowledge of the requirement that Additional Interest is due unless the Trustee receives written notice from the Issuer stating that such amounts are due and specifying the dollar amounts thereof. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 2 contracts
Sources: Indenture (Walter Energy, Inc.), Indenture (Walter Energy, Inc.)
Payment of Notes. The Company Issuers shall pay or cause to be paid the principal of or of, premium, if any, interest and Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time a.m., New York City time, on the due date money deposited by the Company an Issuer or a Guarantor in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, interest and Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable rate equal to the interest rate on the NotesNotes to the extent lawful; it and they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, notify the Trustee of the amounts and payment dates of any Additional Interest that may become payable under any Registration Rights Agreement no later than the proposed payment date for the Additional Interest. The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions or with respect to the Company nature, extent, or calculation of the Paying Agent to make such payments by wire transfer pursuant amount of Additional Interest owed, or with respect to the wire transfer instructions supplied to the Company or the Paying Agent by method employed in such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency calculation of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersAdditional Interest.
Appears in 2 contracts
Sources: Indenture (Natural Resource Partners Lp), Indenture (PetroLogistics LP)
Payment of Notes. (a) The Company Issuers shall promptly pay or cause to be paid the principal of or (and premium, if any) and interest, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, An installment of principal of or interest and Additional Interest, if any, on the Notes shall be considered paid on the date it is due if on such date the Trustee or any Paying Agent, if Agent (other than the Company Holdings or a Subsidiary thereof, any of its Affiliates) holds as of 11:00 a.m. Eastern Time on the due date in accordance with this Indenture money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal and interest then due.
(b) The Issuers shall pay interest on overdue principal at the rate specified therefor in the Notes and shall pay interest on overdue installments of interest at the same rate borne by the Notes to the extent lawful.
(c) If, in connection with any payment made under or with respect to the Notes, the Issuers are required to withhold or deduct any amount for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or levied by or on behalf of the government of Canada or any political subdivision or any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which the Issuers are organized or are otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each a “Relevant Taxing Jurisdiction”), the Issuers will be required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by a beneficial owner of a Note (including Additional Amounts) after such withholding or deduction will not be less than the amount such beneficial owner would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant beneficial owner and the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding outside of Canada of such Note); (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; or (3) any Taxes imposed or withheld by reason of the failure to comply by the holder of a Note, or, if different, the beneficial owner of the interest payable on a Note with a timely request of the Issuers addressed to such holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction that is required or imposed by a statute, treaty, regulation or administrative practice of such Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax; provided, further, however, the foregoing obligation to pay Additional Amounts does not apply (a) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period), or (b) with respect to any payment of principal of (or premium, if any, Additional Interest, if any, on) or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard such Note to any applicable grace period) from time to time on demand at holder who is a fiduciary or partnership or any person other than the same rate sole beneficial owner of such payment, to the extent lawful. that a beneficiary or settler with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note.
(d) Upon request, the Issuers shall provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid.
(e) The Company Issuers shall make all interestpay any present or future stamp, premiumcourt or documentary taxes or any other excise or property taxes, if anycharges or similar levies that arise in any jurisdiction from the execution, Additional Interestdelivery, if anyenforcement or registration of the Notes, the Indenture, the Security Documents, the Intercreditor Agreement or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes, excluding such taxes, charges or similar levies imposed by any jurisdiction outside of Canada, the jurisdiction of incorporation of any successor of the Canadian Issuer or any jurisdiction in which a paying agent is located, and principal payments the Issuers shall indemnify the Holders or beneficial owner of a Note for any such taxes paid by wire transfer such Holders or beneficial owner of immediately available funds a Note.
(f) The obligations described under Sections 4.01(c), (d) and (e) shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any Holder who shall have given written directions jurisdiction in which any successor Person to the Company Canadian Issuer is organized or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company any political subdivision or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office taxing authority or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersthereof or therein.
Appears in 2 contracts
Sources: Indenture (Hexion Specialty Chemicals, Inc.), Indenture (Hexion Specialty Chemicals, Inc.)
Payment of Notes. The Company shall pay or cause to be paid the principal of or of, premium, if any, and interest and Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time New York City time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner manner, on the dates and in the amounts set forth in the Registration Rights Agreement at Agreement, the location specified in the NotesNotes and this Indenture. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then applicable interest rate on the Notesin effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periodperiods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall make all interestpayments of principal, premium, if any, and interest and Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will may be made presented for payment at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make York. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest payments and Additional Interest, if any) shall be made by check mailed wire transfer of immediately available funds to the Holders at their address set forth in the register of Holdersaccounts specified by DTC.
Appears in 2 contracts
Sources: Indenture (Coventry Health Care Inc), Indenture (Coventry Health Care Inc)
Payment of Notes. The Company Issuers shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time a.m., New York City time, on the due date money deposited by the Company an Issuer or a Guarantor in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable rate equal to the interest rate on the NotesNotes to the extent lawful; it and they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Subject to any applicable escheat laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency trust money, and all liability of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersas trustee thereof, shall thereupon cease.
Appears in 2 contracts
Sources: Indenture (Martin Midstream Partners L.P.), Indenture (Martin Midstream Partners L.P.)
Payment of Notes. The Company Issuer shall pay or cause to be paid the principal of or of, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying AgentAgent holds (i) in the case of the Dollar Notes, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time 10:00 AM New York time on the due date, or (ii) in the case of the Sterling Notes, as of 10:00 A.M. New York time on the Business Day prior to the due date (or such other time as the Issuer and the Paying Agent may mutually agree from time to time), money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or premiumprincipal, premium and Additional Amounts, if any, Additional Interest, if any, or and interest then due and is not prohibited from paying such money to the Holders on that date pursuant to the Notes then dueterms of this Indenture. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the Notes; it shall . The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periodperiods) from time to time on demand at the same rate to rate. If a Paying Agent pays out funds on or after the extent lawful. The Company due date therefor, or pays out funds (although it is not obligated) on the assumption that the corresponding payment by the Issuer has been or will be made and such payment has in fact not been so made by the Issuer, then the Issuer shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or on demand reimburse the Paying Agent for the relevant amount, and pay interest to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by on such Holder amount from the date on or prior which it is paid out to the applicable record date. All other payments on Notes will be made date of reimbursement at a rate per annum equal to the office or agency cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersexpressed as a rate per annum.
Appears in 2 contracts
Sources: Indenture (Virgin Media Inc.), Indenture (Virgin Media Inc.)
Payment of Notes. The Company shall Issuers will pay or cause to be paid the principal of or premiumof, premium on, if any, interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereofof the Partnership, holds as of 11:00 a.m. Eastern Time 10:00 a.m., New York City time, on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the applicable Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company Partnership may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Partnership or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Partnership or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Partnership, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company Partnership on its request, or (if then held by the Partnership) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Partnership for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Partnership as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payments by wire transfer pursuant repayment, shall, at the expense of the Partnership, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersPartnership.
Appears in 2 contracts
Sources: Indenture (Memorial Production Partners LP), Indenture (Memorial Production Partners LP)
Payment of Notes. The Company Issuers (and, prior to the Escrow Release Date, the Escrow Issuers), jointly and severally, shall pay or cause to be paid the principal of or of, premium, if any, Additional Interestand interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Interestinterest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company Issuer, the Co-Issuer or a Subsidiary thereofGuarantor or an Affiliate of the Issuer, the Co-Issuer or a Guarantor, holds as of 11:00 a.m. Eastern Time noon (New York City time) on the due date money deposited by the Company Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall pay all Additional InterestIssuers (and, if anyprior to the Escrow Release Date, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Escrow Issuers) shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 2 contracts
Sources: Indenture (Hilton Grand Vacations Inc.), Indenture (Hilton Grand Vacations Inc.)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or Reduced Principal Amount of, premium, if any, Additional Interest, if any, or and interest on the Notes due in connection with an Early Conversion and, if applicable, the Company agrees to deliver the shares of Common Stock (and any cash in lieu of fractional shares) due in connection with any Reduction, an Early Conversion or a Mandatory Conversion, each on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. PrincipalReduced Principal Amount, premium, if any, interest interest, and Additional Interest, if any, cash in lieu of fractional shares in connection with any conversion shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereofGuarantor, holds as of 11:00 a.m. Eastern Time New York time on the due date money deposited by the Company or a Guarantor in immediately available funds and designated for and sufficient to pay all principal of or Reduced Principal Amount, premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if anyand cash in lieu of fractional shares in connection with any Reduction, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. any Early Conversion or any Mandatory Conversion.
(b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand Reduced Principal Amount at the then applicable rate equal to the interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful.
(c) The principal amount payable per $1,000 Original Principal Amount of Notes shall be reduced (each, a “Reduction”) by $40 (the “Reduced Principal”) for each VWAP Trading Day during the Reduction Observation Period, if the Daily VWAP exceeds the Threshold Price on such VWAP Trading Day. Reductions shall be subject to Section 11.01(d) and to all other provisions of Article 11 that are expressly applicable to Reductions.
(d) On the third Business Day (or, in the event that the Company with commercially reasonable efforts cannot effect settlement on such third Business Day, then the fifth Business Day) immediately following each VWAP Trading Day during the Reduction Observation Period, if the Daily VWAP exceeds the Threshold Price on such VWAP Trading Day (any such date of payment, a “Reduction Settlement Date”), the Company shall make a stock distribution to Holders of an amount of shares of Common Stock for each $40 of Reduced Principal per $1,000 Original Principal Amount of Notes equal to the Daily Reduction Rate on such VWAP Trading Day (plus cash in lieu of any fractional share of Common Stock issuable upon Reduction payable pursuant to Section 11.03); provided that, with respect to any Reduction in the principal amount of Notes occurring on any VWAP Trading Day that occurs prior to the Issue Date, any shares of Common Stock (and cash in lieu of fractional shares of Common Stock) shall be delivered no later than the third Business Day (or, in the event that the Company with commercially reasonable efforts cannot effect settlement on such third Business Day, then the fifth Business Day) following the Issue Date. Cash equal to accrued but unpaid interest with respect to the Reduced Principal accrued from April 1, 2016 to but excluding the applicable Reduction Date, shall also be payable no later than the third Business Day (or, in the event that the Company with commercially reasonable efforts cannot effect settlement on such third Business Day, then the fifth Business Day) following the applicable Reduction Settlement Date (“Reduction Interest Amount”). The Company shall make deliver, beginning no earlier than the Issue Date, to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the open of business on the second Business Day immediately following each Reduction Date a notice (each, a “Reduction Notice”), which notice shall state (A) the applicable Reduction Settlement Date, (B) the amount of Reduced Principal per $1,000 Original Principal Amount of Notes and the Reduced Principal Amount per $1,000 Original Principal Amount of Notes, (C) the Daily Reduction Rate and (D) the Reduction Interest Amount. The Person in whose name any shares of Common Stock delivered upon distribution pursuant to this Section 4.01(d) is registered shall become the holder of record of such shares as of the close of business on the relevant Reduction Date.
(e) A Note shall be deemed to have been reduced (in each case, the “Reduction Date”) immediately prior to the close of business on the VWAP Trading Day where the Daily VWAP exceeded the Threshold Price with respect to a Note subject to Reduction.
(f) The parties hereto agree that the delivery of the shares of Common Stock equal to the Daily Reduction Rate in respect of the Reduced Principal is the mechanical means by which a conversion of the Reduced Principal into such shares of Common Stock is being effected under this Indenture, and that such delivery of shares of Common Stock in respect of such Reduced Principal shall be treated as a conversion for all interestpurposes other than such settlement mechanism.
(g) The Daily Reduction Price, premiumthe Daily Reduction Rate, and, if anyapplicable, Additional Interest, the amount of cash payable in lieu of any fractional share of Common Stock pursuant to Section 11.03 shall each be determined by the Company promptly following the applicable Reduction. The Trustee and the Conversion Agent (if any, and principal payments by wire transfer of immediately available funds to any Holder who other than the Trustee) shall have given written directions no responsibility for any such determination.
(h) Upon any Reduction, the Trustee, or the custodian of the Global Note at the direction of the Trustee, shall make a notation in the books and records of the Trustee as to the reduction in the Original Principal Amount and the Reduced Principal Amount represented thereby.
(i) All calculations under this Article 4 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be.
(j) Notwithstanding anything to the contrary herein or in the Notes, in the event that any settlement of Common Stock, cash in lieu of fractional shares or accrued but unpaid interest in respect of any Reduction Settlement Date cannot be made within the express time frames set forth in this Section 4.01 as a result of the settlement procedures and mechanics of the Depositary, any delay in settlement of such amounts shall not be a Default or Event of Default hereunder, provided that the Company is using its commercially reasonable efforts to effect such settlement as soon as practicable. In the event that in connection with any settlement on any Reduction Settlement Date, the Company, the Trustee or the Depositary requires any notice or form from the beneficial holders of Notes in order to effect such settlement, then the settlement of Common Stock, cash in lieu of fractional shares or accrued but unpaid interest due on such Reduction Settlement Date shall be conditioned on delivery to the Company by such beneficial holders of such notice or form in the Paying Agent form requested by the Company, and the Company’s obligation to make deliver the Common Stock, cash in lieu of fractional shares or accrued but unpaid interest due on such payments by wire transfer pursuant Reduction Settlement Date to any beneficial holder shall be no later than the wire transfer instructions supplied third Business Day (or, in the event that the Company with commercially reasonable efforts cannot effect settlement on such Third Business Day, then the fifth Business Day) after the date on which such beneficial holder of the Notes has delivered to the Company the notice or form requested by the Paying Agent by such Holder on or prior Company. Until the Company provides notice to Holders to the contrary, the Company shall require beneficial holders of Notes to deliver the Reduction Settlement Notice (or a notice in such other form or format as the Company may accept in its sole discretion) no later than the close of business on the second Business Day immediately following the applicable record dateReduction Date (or any later date as the Company may accept in its sole discretion). All other payments In the event that the Depositary is unable to deliver cash in lieu of fractional shares or accrued but unpaid interest to its participants in accordance with this Section 4.01 through its systems on Notes will be made at any Reduction Settlement Date or settlement of cash amounts on each Reduction Settlement Date is otherwise impracticable, then the office or agency Company may delay payment of all cash in lieu of fractional shares and accrued but unpaid interest in respect of all Reduced Principal until the Reduction Settlement Date in respect of the Paying Agent and Registrar within last day of the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersReduction Observation Period.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Whiting Petroleum Corp)
Payment of Notes. The Company shall pay or cause to be paid the principal of or premiumof, interest on and Premium, if any, Additional Interestand Break Amount, if any, or interest on with respect to, the Notes on the dates, at the location dates and in the manner provided in the Notes this Indenture and this Indenture. Principal, premium, if any, interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay will, on or before each due date for the payment of the principal of, interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premiumon, Premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestor Break Amount, if any, (without regard due under any of the Notes, deposit with the Trustee payments sufficient to any applicable grace period) from time to time on demand at pay the same rate to the extent lawful. The Company shall make all principal, interest, premiumPremium, if any, Additional Interestor Break Amount, if any, so becoming due, and the Trustee shall immediately deposit all such payments in the Collection Account. The principal of, interest on, Premium, if any, Break Amount, if any, and principal payments other amounts due under any of the Notes or hereunder will be payable in Dollars by wire transfer of immediately available funds to any Holder who shall have given written directions not later than 12:30 p.m., New York time, on the due date of payment to the Company or Trustee at the Corporate Trust Office for distribution in the manner provided herein. The Trustee will make funds deposited in the Collection Account on a Distribution Date and required to be distributed to Noteholders pursuant to Section 3.2 available to the Paying Agent to make for such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the distribution. The Paying Agent by such Holder on or prior shall distribute amounts payable to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments each Noteholder by check mailed to the Holders such Noteholder at their its address set forth appearing in the register Register, except that with respect to Notes registered on the applicable Record Date in the name of Holdersa Clearing Agency (or its nominee), such distribution shall be made by wire transfer in immediately available funds to the account designated by such Clearing Agency (or such nominee). The Company shall not have any responsibility for the distribution of such payments to any Noteholder. Any payment made hereunder shall be made without any presentment or surrender of any Notes, except that, in the case of the final payment in respect of any Note, such Note shall be surrendered to the Paying Agent for cancellation against receipt of such payment.
Appears in 1 contract
Payment of Notes. (a) The Company Issuers shall promptly pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if by 2:00 p.m. London time on the Business day prior to such date the Trustee or the Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on the due date in accordance with this Indenture money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due and the Trustee or the Paying Agent, if anyas the case may be, or is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The Issuers shall pay interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement overdue principal at the location rate specified therefor in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal , and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall Notwithstanding anything to the contrary contained in this Indenture, the Issuers may, to the extent they are required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder.
(1) All payments that the Issuers make all interest, premium, if any, Additional Interest, if anyunder or with respect to the Notes and that any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of, and principal without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of the United States, any jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or by or within any department or political subdivision or governmental authority or in any of the foregoing having the power to tax (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law or by the official interpretation or administration of law. If either Issuer or any Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, such Issuer or such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction will be not less than the amount the Holder or beneficial owner would have received if such Taxes had not been required to be withheld or deducted.
(2) Neither Issuer nor any Guarantor will pay Additional Amounts to a Holder or beneficial owner of Notes in respect or on account of:
(i) any Taxes that would not have been imposed or levied by a Relevant Taxing Jurisdiction but for the holder’s or beneficial owner’s present or former connection with such Relevant Taxing Jurisdiction (other than the mere receipt or holding of Notes or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under the Notes, this Indenture or any Guarantee);
(ii) any Taxes that are imposed or withheld by wire transfer reason of immediately available funds the failure of the Holder or beneficial owner of Notes to comply with any certification or identification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but in each case only to the extent that the holder or beneficial owner, as the case may be, is legally entitled to provide such certification;
(iii) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes;
(iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes;
(v) any Tax imposed on or with respect to any Holder who shall have given written directions payment by the Issuers or a Guarantor to the Company holder if such holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had the beneficiary, partner or other beneficial owner directly held the Note;
(vi) any Tax that is imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of the Notes for payment on a date more than 30 days after the date on which such payment became due and payable or the Paying Agent date on which payment thereof is duly provided for, whichever is later, except to make the extent that the beneficial owner or holder thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such payments 30 day period;
(vii) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed or levied on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive;
(viii) any Tax that is imposed or levied on or with respect to a Note presented for payment on behalf of a holder or beneficial owner who would have been able to avoid such withholding or deduction by wire transfer presenting the relevant Note to another paying agent in a member state of the European Union; or
(ix) any U.S. backup withholding taxes; any withholding or deduction imposed pursuant to (x) Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (as amended), as of the Issue Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, (y) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of (x) above or (z) any agreement pursuant to the wire transfer instructions supplied implementation of (x) or (y) above with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction.
(3) The Issuers and each Guarantor will (i) make such withholding or deduction required by applicable law and (ii) remit the full amount deducted or withheld to the Company relevant taxing authority in accordance with applicable law.
(4) Upon request, the Issuers or the Paying Agent relevant Guarantor will take reasonable efforts to furnish to the Trustee or a holder within a reasonable time certified copies of tax receipts evidencing the payment by the Issuers or such Holder Guarantor, as the case may be, of any Taxes imposed or levied by a Relevant Taxing Jurisdiction.
(5) If, notwithstanding the reasonable efforts of the Issuers or such Guarantor to obtain such receipts, the same are not obtainable, then the Issuers or such Guarantor will provide such holder with other evidence reasonably satisfactory to the holder of such payment by the Issuers or such Guarantor.
(6) The Issuers and each Guarantor shall pay (i) any present or future stamp, issue, registration, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, delivery or registration of the Notes, any Note Guarantee or this Indenture or any other document or instrument referred to thereunder or hereunder and any such taxes, charges, duties or similar levies imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes, such Note Guarantee or this Indenture or any such other document or instrument following the occurrence of any Event of Default with respect to the Notes, and (ii) any stamp, court, or documentary taxes (or similar charges or levies) imposed by any Relevant Taxing Jurisdiction with respect to the receipt of any payments with respect to the Notes or such Note Guarantee. Neither the Issuers nor any Guarantor will, however, pay such amounts that are imposed on or result from a sale or other transfer or disposition by a Holder or beneficial owner of a Note.
(7) This Section 3.01(b) will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Issuers or any Guarantor is organized, incorporated or otherwise resident for tax purposes and any political subdivision or taxing authority or agency thereof or therein.
(8) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises after the 30th day prior to the applicable record date. All other payments date on which payment under or with respect to the Notes is due and payable, in which case it will be made at promptly thereafter), if the office Issuers will be obligated to pay Additional Amounts with respect to such payment, the Issuers will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information (other than the identities of Holders and beneficial owners) as is necessary to enable the Trustee or agency of Paying Agent, as the Paying Agent and Registrar within the City and State of New York unless the Company elects case may be, to make interest payments by check mailed pay such Additional Amounts to the Holders at their address set forth in of such Notes on the register of Holderspayment date.
Appears in 1 contract
Sources: Indenture (Trinseo S.A.)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, and interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Company, the Parent or a any other Restricted Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on 5:00 p.m. (London time) one Business Day prior to the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes then due. The Not later than 5:00 p.m. (London time) on the second Business Day immediately preceding each payment date, the Company shall pay all Additional Interestconfirm such payment, or procure confirmations by an e-mail or fax message from the bank making such payment to the Paying Agent. For the avoidance of doubt, the Paying Agent shall only be obliged to remit money to Holders if any, in it has actually received such money from the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesCompany. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interestAn installment of principal or interest will be considered paid on the date due if the Paying Agent, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to other than the Company or any Affiliate of the Company, holds on that date money designated for and sufficient to pay the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders. Anything in this Section 4.01 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder, as required by this Section 4.01 and such sums shall be held by the Trustee. If the Paying Agent to make such payments by wire transfer pursuant shall pay all sums held in trust to the wire transfer instructions supplied to the Company or Trustee as required under this Section 4.01, the Paying Agent by such Holder on or prior shall have no further liability for the money so paid over to the applicable record dateTrustee. All other payments on Notes will be made at the office or agency of the The Paying Agent and Registrar within the City and State of New York unless the Company elects shall not be bound to make interest payments by check mailed any payment until it has received the full amount due to be paid to it pursuant to this Section 4.01. Anything in this Section 4.01 to the Holders at their address set forth contrary notwithstanding, the agreements to hold sums as provided in this Section 4.01 are subject to the register provisions of Holders8.06.
Appears in 1 contract
Sources: Indenture (Azure Power Global LTD)
Payment of Notes. (a) The Company shall promptly pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if by 10:00 a.m. (New York time) on the Business Day prior to such date the Trustee or the Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on the due date in accordance with this Indenture money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interestprincipal, premium, if any, and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.
(b) Except as otherwise set forth in this Indenture or the Notes, principal shall be due and payable on the Notes (i) on each Quarterly Payment Date (other than the Maturity Date) in an amount equal to Quarterly Scheduled Principal Amount and the Additional InterestAmortization Amount applicable, if any, to such Quarterly Payment Date until the Outstanding Principal Amount is reduced to zero and principal (ii) on the Maturity Date, unless the Notes are redeemed early or paid in full pursuant to this Indenture, in an amount equal to the Outstanding Principal Amount as of the Maturity Date. Each Note shall bear interest, on the Outstanding Principal Amount thereof from and including the date of issuance of such Note until paid in full, at a floating rate per annum equal to the Interest Rate determined for the applicable Interest Accrual Period. The Calculation Agent shall as soon as practicable after determining the LIBOR Rate applicable to the Notes for any Interest Accrual Period, notify the Company and the Paying Agent thereof and maintain records of the quotations obtained, and all rates determined, by it and make such records available for inspection at all reasonable times by the Company and the Paying Agent. Interest accrued on each Note shall be payable in arrears on each Quarterly Payment Date, commencing with the Quarterly Payment Date occurring in March 2017. All interest accrued under the Notes shall be computed on the basis of a 360-day year for the actual number of days elapsed. For the avoidance of doubt, other than the determination by the Calculation Agent of the LIBOR Rate, the Calculation Agent and the Trustee shall have no responsibility to calculate or determine the Interest Rate.
(c) Any and all payments by wire or on behalf of the Company to the Original Holders hereunder shall be made free and clear of and without deduction for any and all present or future Taxes, unless withholding is required by law. If the Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to, or in respect of, the Original Holders (i) if such Tax is an Indemnified Tax, the sum payable to each Original Holder shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.1(c)), such Original Holder shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions, and (iii) the Company shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law.
(d) In addition, the Company agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Indenture to the Original Holders (hereinafter referred to as “Other Taxes”), except any such Taxes imposed with respect to an assignment or transfer of immediately available funds the Notes by the Original Holders (other than pursuant to an optional redemption under Section 5.2).
(e) The Company hereby indemnifies each Original Holder, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.1) payable or paid by such Original Holder who shall have given written directions or in respect of such Original Holder, or required to be withheld or deducted from a payment to such Original Holder and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by an Original Holder shall be conclusive absent manifest error.
(f) Within 30 days after the date of any payment of Taxes or Other Taxes withheld by the Company in respect of any payment to any Original Holder, the Company will furnish to the Original Holder the original or a certified copy of a receipt evidencing payment thereof. If an Original Holder shall become aware that it is entitled to receive a refund in respect of Indemnified Taxes, it shall promptly notify the Company of the availability of such refund and shall, within 30 days after receipt of a request by the Company, apply for such refund. If any Original Holder receives a refund or claims a credit or other tax benefit as a result of the payment of as to which it has been indemnified pursuant to this Section 3.1 by the Company, then the Original Holder shall promptly repay to the Company an amount equal to such refund, credit or other tax benefit. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. Any Original Holder that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Indenture shall deliver to the Issuer and the Paying Agent, at the time or times reasonably requested by the Issuer, such properly completed and executed documentation reasonably requested by the Issuer as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Original Holder, if reasonably requested by the Issuer or the Paying Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Issuer or the Paying Agent as will enable the Issuer or the Paying Agent to make determine whether or not such payments by wire transfer pursuant Original Holder is subject to the wire transfer instructions supplied to the Company backup withholding or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersinformation reporting requirements.
Appears in 1 contract
Payment of Notes. (a) The Company shall Co-Issuers shall, jointly and severally, pay or cause to be paid the principal of or (and premium, if any, Additional Interest, if any, or ) and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, An installment of principal of or interest and Additional Interest, if any, on the Notes shall be considered paid on the date it is due if the Trustee or Paying Agent, if Agent (other than the Company or a Subsidiary an Affiliate thereof, ) holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and U.S. Legal Tender and/or U.S. Government Securities designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then dueinstallment. The Company shall pay all Additional Interest, if any, in the same manner manner, on the dates and in the amounts set forth in the a Registration Rights Agreement Agreement, the Notes and the Indenture. If a payment date is not a Business Day at a place of payment, payment may be made at that place on the location specified next succeeding day that is a Business Day, and no interest shall accrue on such payment for the intervening period. Interest shall be computed on the basis of a 360-day year of twelve 30-day months solely for the purposes of providing disclosure required by the Interest Act (Canada), the annual rate of interest that is equivalent to the rate payable on the Notes shall be the rate payable multiplied by the actual number of days in the Notes. year divided by 360.
(b) The Company shall Co-Issuers shall, jointly and severally, pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 2% per annum in excess of the rate then applicable interest rate on the Notesin effect; it they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) periods), from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 1 contract
Sources: Indenture (Dollarama CORP)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, and interest and Additional InterestAmounts, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Company, the Parent or a any other Restricted Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on 5:00 p.m. (London time) one Business Day prior to the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional InterestAmounts, if any, or interest on the Notes then due. The Not later than 5:00 p.m. (London time) on the second Business Day immediately preceding each payment date, the Company shall pay all Additional Interestconfirm such payment, or procure confirmations by a tested telex or authenticated SWIFT message from the bank making such payment to the Paying Agent. For the avoidance of doubt, the Paying Agent shall only be obliged to remit money to Holders if any, in it has actually received such money from the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesCompany. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interestAn installment of principal or interest will be considered paid on the date due if the Paying Agent, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to other than the Company or any Affiliate of the Company, holds on that date money designated for and sufficient to pay the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders. Anything in this Section 4.01 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any Paying Agent hereunder, as required by this Section 4.01 and such sums shall be held by the Trustee. If the Paying Agent to make such payments by wire transfer pursuant shall pay all sums held in trust to the wire transfer instructions supplied to the Company or Trustee as required under this Section 4.01, the Paying Agent by such Holder on or prior shall have no further liability for the money so paid over to the applicable record dateTrustee. All other payments on Notes will be made at the office or agency of the The Paying Agent and Registrar within the City and State of New York unless the Company elects shall not be bound to make interest payments by check mailed any payment until it has received the full amount due to be paid to it pursuant to this Section 4.01. Anything in this Section 4.01 to the Holders at their address set forth contrary notwithstanding, the agreements to hold sums as provided in this Section 4.01 are subject to the register provisions of Holders8.06.
Appears in 1 contract
Sources: Indenture (Azure Power Global LTD)
Payment of Notes. (a) The Company Issuers shall promptly pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if by 10:00 a.m. New York time on such date the Trustee or the Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on the due date in accordance with this Indenture money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due and the Trustee or the Paying Agent, if anyas the case may be, or is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The Issuers shall pay interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement overdue principal at the location rate specified therefor in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal , and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall Notwithstanding anything to the contrary contained in this Indenture, the Issuers may, to the extent they are required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder.
(1) All payments that the Issuers make all interest, premium, if any, Additional Interest, if anyunder or with respect to the Notes and that any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of, and principal without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of the United States, any jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or by or within any department or political subdivision or governmental authority or in any of the foregoing having the power to tax (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law or by the official interpretation or administration of law. If either Issuer or any Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, such Issuer or such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction will be not less than the amount the Holder or beneficial owner would have received if such Taxes had not been required to be withheld or deducted.
(2) Neither Issuer nor any Guarantor will pay Additional Amounts to a Holder or beneficial owner of Notes in respect or on account of:
(i) any Taxes that would not have been imposed or levied by a Relevant Taxing Jurisdiction but for the holder’s or beneficial owner’s present or former connection with such Relevant Taxing Jurisdiction (other than the mere receipt or holding of Notes or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under the Notes, this Indenture or any Guarantee);
(ii) any Taxes that are imposed or withheld by wire transfer reason of immediately available funds the failure of the Holder or beneficial owner of Notes to comply with any certification or identification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but in each case only to the extent that the holder or beneficial owner, as the case may be, is legally entitled to provide such certification;
(iii) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes;
(iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes;
(v) any Tax imposed on or with respect to any Holder who shall have given written directions payment by the Issuers or a Guarantor to the Company holder if such holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had the beneficiary, partner or other beneficial owner directly held the Note;
(vi) any Tax that is imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of the Notes for payment on a date more than 30 days after the date on which such payment became due and payable or the Paying Agent date on which payment thereof is duly provided for, whichever is later, except to make the extent that the beneficial owner or holder thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such payments 30 day period;
(vii) any Tax that is imposed or levied on or with respect to a Note presented for payment on behalf of a holder or beneficial owner who would have been able to avoid such withholding or deduction by wire transfer presenting the relevant Note to another paying agent in a member state of the European Union; or
(viii) any U.S. backup withholding taxes; any withholding or deduction imposed pursuant to (x) Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (as amended), as of the Issue Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, (y) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of (x) above or (z) any agreement pursuant to the wire transfer instructions supplied implementation of (x) or (y) above with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction.
(3) The Issuers and each Guarantor will (i) make such withholding or deduction required by applicable law and (ii) remit the full amount deducted or withheld to the Company relevant taxing authority in accordance with applicable law.
(4) Upon request, the Issuers or the Paying Agent relevant Guarantor will take reasonable efforts to furnish to the Trustee or a holder within a reasonable time certified copies of tax receipts evidencing the payment by the Issuers or such Holder Guarantor, as the case may be, of any Taxes imposed or levied by a Relevant Taxing Jurisdiction.
(5) If, notwithstanding the reasonable efforts of the Issuers or such Guarantor to obtain such receipts, the same are not obtainable, then the Issuers or such Guarantor will provide such holder with other evidence reasonably satisfactory to the holder of such payment by the Issuers or such Guarantor.
(6) The Issuers and each Guarantor shall pay (i) any present or future stamp, issue, registration, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, delivery or registration of the Notes, any Note Guarantee or this Indenture or any other document or instrument referred to thereunder or hereunder and any such taxes, charges, duties or similar levies imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes, such Note Guarantee or this Indenture or any such other document or instrument following the occurrence of any Event of Default with respect to the Notes, and (ii) any stamp, court, or documentary taxes (or similar charges or levies) imposed by any Relevant Taxing Jurisdiction with respect to the receipt of any payments with respect to the Notes or such Note Guarantee. Neither the Issuers nor any Guarantor will, however, pay such amounts that are imposed on or result from a sale or other transfer or disposition by a Holder or beneficial owner of a Note.
(7) This Section 3.01(b) will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Issuers or any Guarantor is organized, incorporated or otherwise resident for tax purposes and any political subdivision or taxing authority or agency thereof or therein.
(8) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises after the 30th day prior to the applicable record date. All other payments date on which payment under or with respect to the Notes is due and payable, in which case it will be made at promptly thereafter), if the office Issuers will be obligated to pay Additional Amounts with respect to such payment, the Issuers will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information (other than the identities of Holders and beneficial owners) as is necessary to enable the Trustee or agency of Paying Agent, as the Paying Agent and Registrar within the City and State of New York unless the Company elects case may be, to make interest payments by check mailed pay such Additional Amounts to the Holders at their address set forth in of such Notes on the register of Holderspayment date.
Appears in 1 contract
Sources: Indenture (Trinseo S.A.)
Payment of Notes. (a) Interest on the Notes shall accrue at the rate of 11.00% per annum if interest is paid in cash and at the rate of 12.00% per annum if interest is paid in the form of PIK Notes. The Company shall pay interest semi-annually on May 1 and November 1of each year, or if such day is not a Business Day, on the next succeeding Business Day (each, an "INTEREST PAYMENT DATE").
(b) During the Interest Restricted Period, the Company shall pay cash interest due on the Notes on each Interest Payment Date to the extent of Available Cash on such Interest Payment Date. To the extent that Available Cash on an Interest Payment Date is insufficient to pay in full all interest due on the Notes on any Interest Payment Date in cash, the Company shall pay any such cash deficiency (the "DEFICIENCY") by issuing, causing the Trustee to authenticate and delivering to the Holders, on such Interest Payment Date, additional Notes (each a "PIK NOTE") having an aggregate principal amount equal to PIK Interest Portion (as defined below) on such Interest Payment Date, having an issuance date as of such Interest Payment Date and otherwise having substantially identical terms to the Notes (including, with respect to the interest rate). PIK Notes shall be issued pursuant to Section 2.15 hereof. The "PIK INTEREST PORTION" on any Interest Payment Date shall be an amount equal to the result of multiplying (i) the quotient of (A) the Deficiency with respect to such Interest Payment Date divided by (B) the accrued and unpaid cash interest payable on such Interest Payment Date (determined prior to the application of any Available Cash), by (ii) the aggregate principal amount of Notes outstanding on the Interest Payment Date (excluding the PIK Notes, if any, to be issued on such Interest Payment Date under this Section 4.01(b)) and by (iii) 12.00% per annum.
(c) After the Interest Restricted Period, the Company will pay interest in either cash or in PIK Notes or both at its option.
(d) Interest on each PIK Note shall accrue from the Interest Payment Date in respect of which such additional PIK Note was issued until repayment of the principal and payment of all accrued interest in full. If for any reason one or more PIK Notes shall not be issued, authenticated and delivered in accordance herewith, such PIK Notes shall be deemed to have been issued, authenticated and delivered for all purposes of this Indenture and, in particular, interest shall accrue on the Notes such that the aggregate interest due and payable at maturity and on each Interest Payment Date would be the same as if all PIK Notes not issued, authenticated and delivered had been issued, authenticated and delivered, and the principal amount payable at maturity with respect to the outstanding Notes shall be an amount equal to the sum of the principal amount outstanding hereunder and the aggregate principal amount that would be outstanding if the PIK Notes not issued, authenticated and delivered had been issued, authenticated and delivered.
(e) During the Interest Restricted Period and to the extent of Available Cash on an Interest Payment Date, on each Interest Payment Date, the Company shall cause OpCo to declare and pay a cash dividend or distribute to the Company the amount of interest due on the Notes on such Interest Payment Date.
(f) The Company shall pay or cause to be paid the principal of or of, premium, if any, Additional interest and Special Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided herein and in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Special Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time New York time on the due date a duly issued and authenticated PIK Note or money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional and interest and Special Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Special Interest, if any, in the same manner as provided herein for interest, on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. Agreement.
(g) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then applicable interest rate on the Notesin effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Special Interest, if any, any (without regard to any applicable grace period) periods), from time to time on demand at the same rate to the extent lawful. The Company .
(h) Interest shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer be computed on the basis of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency a 360-day year of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderstwelve 30-day months.
Appears in 1 contract
Sources: Indenture (S&c Holdco 3 Inc)
Payment of Notes. (a) The Company shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due. All references herein to payments of principal of, premium, if any, or and interest on the Notes then due. The Company shall pay all be deemed to include any applicable Additional Interest, if any, Amounts that may become payable in respect of the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. Notes pursuant to clause (c) of this Section 4.01.
(b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Liquidated Damages (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The .
(c) Any amounts paid, or caused to be paid, by the Company shall make or its assignee (or any successor to the Company or such assignee as permitted under Section 5.01) hereunder will be paid without deduction or withholding for any and all interestpresent and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the account of Singapore (including any political subdivision or taxing authority thereof) or the jurisdiction of incorporation or residence (other than the United States or any political subdivision or taxing authority thereof) of any assignee of the Company or any successor to the Company, or any subsidiary, branch, division or other entity through which the Company may from time to time direct any payments of principal, premium, if any, and interest on the Notes or any political subdivision or taxing authority thereof (an "Other Jurisdiction"), or, if deduction or withholding of any taxes, levies, imposts or other governmental charges ("Taxes") shall at any time be required by Singapore or an Other Jurisdiction, the Company, its assignee or any relevant successor will (subject to timely compliance by the Holders or beneficial owners of the relevant Notes with any relevant administrative requirements) pay or cause to be paid such additional amounts ("Additional InterestAmounts") in respect of principal of, premium, if any, or interest, as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee hereunder, as the case may be, after such deduction or withholding, shall equal the respective amounts that the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing shall not apply to (i) any present or future Taxes, which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Note is or has been a domiciliary, national or resident of, engages or has been engaged in business, maintains or has maintained a permanent establishment, or is or has been physically present in Singapore or the Other Jurisdiction, or otherwise has or has had some connection with Singapore or the Other Jurisdiction (other than the holding or ownership of a Note, or the collection of principal of, premium, if any, and principal payments interest on, or the enforcement of, a Note), (ii) any present or future Taxes, which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Note was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future Taxes, which are payable otherwise than by wire transfer deduction or withholding on or in respect of immediately available funds the relevant Note, (iv) any present or future Taxes, which would not have been so imposed, assessed, levied or collected but for the failure to comply, on a sufficiently timely basis, with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with Singapore or the Other jurisdiction or any other relevant jurisdiction of the Holder or beneficial owner of the relevant Note, if such compliance is required by a statute or regulation of Singapore, the Other Jurisdiction or any other relevant jurisdiction, or by a relevant treaty, as a condition to relief or exemption from such taxes, levies, imposts or other governmental charges, (v) any present or future Taxes, (A) which would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Note had been the Holder of such Note, or (B) which, if the beneficial owner of such Note had held the Note as the Holder of such Note, would have been excluded pursuant to clauses (i) through (iv) above, or (vi) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other government charge. Notwithstanding the foregoing, nothing herein shall require the Company to pay any Additional Amounts due to any Holder who shall have given written directions to the Company deduction or the Paying Agent to make such payments withholding requirement imposed by wire transfer pursuant to the wire transfer instructions supplied to the Company any government unit other than Singapore, an Other Jurisdiction or the Paying Agent by such Holder on a taxing authority or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderspolitical subdivision thereof.
Appears in 1 contract
Payment of Notes. The Company Issuers shall pay or cause to be paid the principal of or of, premium, if any, interest and Additional Interest, if any, or interest on the Notes and shall deliver any cash or shares due in connection with an Early Conversion or a Mandatory Conversion (including any Early Conversion Payment, if applicable), each on the dates, at the location dates and in the manner provided in this Indenture and in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, the Early Conversion Payment, if applicable, and cash in lieu of fractional shares in connection with any conversion shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time a.m., New York City time, on the due date money deposited by the Company or on behalf of an Issuer or a Guarantor in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, interest and Additional Interest, if any, or interest on the Notes then due, the Early Conversion Payment, if applicable, and cash in lieu of fractional shares in connection with any Early Conversion or Mandatory Conversion. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand any overdue Early Conversion Payment at the then applicable rate equal to the interest rate on the NotesNotes to the extent lawful; it and they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company Issuers shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to notify the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency Trustee of the Paying Agent amounts and Registrar within the City and State payment dates of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth any Additional Interest that may become payable under any Registration Rights Agreement in the register respect of Holdersany Additional Notes, as applicable.
Appears in 1 contract
Sources: Indenture (Legacy Reserves Inc.)
Payment of Notes. (a) The Company shall will pay or cause to be paid the principal of or premiumof, any premium on (if any) and interest, and Additional Amounts, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalNot later than 11:00 a.m. (Hong Kong time) one Business Day prior to the Interest Payment Date, premiumthe due date of any principal on any Notes or the Tax Redemption Date pursuant to Section 3.01 (each a “Payment Date”), if anythe Company will pay or cause to be paid to the account of the Paying and Transfer Agent at the Principal Office, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, in immediately available funds, an amount which shall be sufficient to pay the aggregate amount of principal, interest or premium or all of such amounts, as the case may be, becoming due in respect of the Notes on such Payment Date; provided that if the Company or any Affiliate of the Company is acting as Paying and Additional InterestTransfer Agent, if anyit shall, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case, the Company shall promptly notify the Trustee and the Paying and Transfer Agent of its compliance with this Section 4.01. The Company shall procure that, before 9:00 a.m. (London time) on the third Business Day before each Payment Date, the bank effecting payment for it has confirmed by electronic mail and PDF instructions attached to the Paying and Transfer Agent the payment instructions relating to such payment. The Trustee (or the Paying and Transfer Agent) shall not be liable to account for interest on money paid to it by the Company. Monies held by the Trustee or the Paying and Transfer Agent need not be segregated from other funds held by them, except as required by law.
(b) An installment of principal, premium or interest will be considered paid on the date due if the Paying and Transfer Agent, if other than the Company or a Subsidiary thereofany Affiliate of the Company, holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and designated for and sufficient to pay all the installment. If the Company or any Affiliate of the Company acts as Paying and Transfer Agent, an installment of principal of or premium, if any, Additional Interest, if any, or interest will be considered paid on the due date only if paid to the Holders.
(c) The Paying and Transfer Agent, which will include the Company or any Affiliate of the Company if it is acting as Paying and Transfer Agent, will make payments in respect of the Notes then due. The Company shall pay all Additional Interest, if any, in represented by the same manner on Global Notes by wire transfer of immediately available funds to the dates and in accounts specified by the amounts set forth in Holders of the Registration Rights Agreement at the location specified in the Global Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal With respect to Certificated Notes, the Paying and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall Transfer Agent will make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the accounts specified by the Holders thereof or, if no such account is specified, by mailing (at the expense of the Company if the Company or any Affiliate of the Paying Agent Company is acting as paying agent) a check to make such payments by wire transfer pursuant to the wire transfer instructions supplied to each Holder’s registered address; provided that if the Company or any Affiliate of the Company is acting as Paying and Transfer Agent, it shall make such payment to the Holders as specified above. The Trustee (or the Paying Agent by such Holder on or and Transfer Agent) shall not be required to make any payments in respect of the Notes pursuant to this Indenture until it has received full payment of the relevant amounts in immediately available and cleared funds from the Company.
(d) At least 30 days prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed first Payment Date and, if there has been any change with respect to the Holders at their address matters set forth in the register below-mentioned certificate, at least 30 days prior to each Payment Date thereafter, the Company shall furnish the Paying and Transfer Agent with an Officers’ Certificate instructing the Paying and Transfer Agent as to any circumstances in which payments of principal of, or interest or premium on, the Notes due on such date shall be subject to deduction or withholding for, or on account of, any Taxes described in Section 4.21 and the rate of any such deduction or withholding. If any such deduction or withholding shall be required and if the Company therefore becomes liable to pay Additional Amounts, if any, pursuant to Section 4.21 then at least 30 days prior to each Payment Date, the Company shall furnish the Paying and Transfer Agent with a certificate which specifies the amount required to be withheld on such payment to Holders of the Notes, and the Additional Amounts, if any, due to the Holders of the Notes, and at least one Business Day prior to such Payment Date, will pay to the Paying and Transfer Agent such Additional Amounts, if any, as shall be required to be paid to such Holders.
(e) Whenever the Company appoints a Paying and Transfer Agent other than the Trustee for the purpose of paying amounts due in respect of the Notes, it will cause such Paying and Transfer Agent to execute and deliver to the Trustee an instrument substantially in the form of Exhibit D hereof in which such agent shall agree with the Company, among other things, to be bound by and observe the provisions of this Indenture (including the Notes). The Company shall cause each Paying and Transfer Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying and Transfer Agent shall agree with the Trustee,
(i) that it will hold all sums received by it as such Paying and Transfer Agent for the payment of the principal of, or premium or interest on, the Notes (whether such sums have been paid to it by or on behalf of the Company or by any other obligor on the Notes or the Subsidiary Guarantees) for the benefit of the Holders or of the Trustee;
(ii) that it will as soon as possible give the Trustee written notice of any failure by the Company (or by any other obligor on the Notes or the Subsidiary Guarantees) to make any payment of the principal of, or premium or interest on, the Notes and any other payments to be made by or on behalf of the Company under this Indenture, when the same shall be due and payable; and
(iii) that it will pay any such sums so held by it to the Trustee upon the Trustee’s written request at any time during the continuance of a failure referred to in clause (ii) above. Anything in this Section 4.01 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held by the Company or any Paying and Transfer Agent hereunder, as required by this Section 4.01 and such sums shall be held by the Trustee upon the trusts herein contained. If the Paying and Transfer Agent shall pay all sums held to the Trustee as required under this Section 4.01, the Paying and Transfer Agent shall have no further liability for the money so paid over to the Trustee. Anything in this Section 4.01 to the contrary notwithstanding, the agreements to hold sums in trust as provided in this Section 4.01 are subject to the provisions of Section 8.04.
Appears in 1 contract
Sources: Indenture (eHi Car Services LTD)
Payment of Notes. The Company shall pay or cause to be paid the principal of or premium, if any, Additional InterestLiquidated Damages, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional InterestLiquidated Damages, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional InterestLiquidated Damages, if any, or interest on the Notes then due. The Company shall pay all Additional InterestLiquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Liquidated Damages (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional InterestLiquidated Damages, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. Payments in respect of Notes represented by a Global Note (including interest, premium, if any, Liquidated Damages, if any, and principal payments) shall be made by wire transfer of immediately available funds to the accounts specified by DTC.
Appears in 1 contract
Sources: Indenture (Greenbrier Companies Inc)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on on, the Notes on the dates, at the location dates and in the manner provided in this Indenture and the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, shall and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time New York City time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall shall, to the extent permitted by law, pay all Additional Interestoverdue interest, if any, in the same manner manner, on the dates and in the amounts set forth in the Registration Rights Agreement at Notes and in this Indenture. If a Holder of $10.0 million aggregate principal amount or more of Definitive Notes has given wire transfer instructions to the location specified Company not later than 15 days prior to the applicable Interest Payment Date, date of maturity, redemption date or other purchase date, providing for payments to be made to a bank located in the Notes. The United States, the Company shall will pay all principal of, and interest (including post-petition interest and premium, Additional Interest, if any, on, that Holder’s Notes in any proceeding under any Bankruptcy Law) on overdue accordance with those instructions; provided that payments of principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments be made only against surrender of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record dateNote. All other payments on the Notes will be made at the office or agency of the a Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders of the Notes at their address addresses as set forth in the register of HoldersHolders or by wire transfer. Anything in this Indenture, the Notes or the Note Guarantees to the contrary notwithstanding, if any Interest Payment Date, maturity date, Redemption Date, repurchase date pursuant to Sections 3.09, 4.19 or 4.20 of this Indenture or other date on which any payment of principal, premium, Additional Interest, if any, or interest on any Note is due is not a Business Date, then such payment need not be made on such date, but such payment may be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was originally due, and no interest or other sum shall accrue on the amount payable for the period from and after the date such payment was originally due nor shall any such delay in payment constitute a Default or Event of Default under this Indenture.
Appears in 1 contract
Payment of Notes. The Company Issuers shall promptly pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if by 11:00 a.m. (New York City time) on such date the Trustee or the Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on the due date in accordance with this Indenture money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interestprincipal, premium, if any, Additional Interestand interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The Issuers shall pay interest on overdue principal at the rate specified therefor in the Notes. The portion of the proceeds of the Notes issued on the Issue Date borrowed by the U.S. Co-Issuer and the portion of the proceeds of the Notes issued on the Issue Date borrowed by the Dutch Co-Issuer shall be posted after the Issue Date on the website of any of the Issuers, a direct or indirect parent of the Issuers or on a non-public, password-protected website maintained by any of the Issuers, a direct or indirect parent of the Issuers or a third party, in the manner described in Section 3.2 in a notice setting forth such amounts. Any subsequent changes to such allocation shall promptly be posted in one of the same manners. Although the Notes are co-issued by the U.S. Co-Issuer and the Dutch Co-Issuer and, therefore, each Issuer is liable for repayment of the Notes in their entirety, for tax purposes the Issuers hereby agree, and by acquiring an interest in the Notes each beneficial owner of a Note agrees, to treat for U.S. federal income tax purposes the U.S. Co-Issuer and the Dutch Co-Issuer, respectively, as the issuer of only the portion, if any, of the debt borrowed by each such Issuer. Notwithstanding the foregoing, any Issuer or any other Payor may withhold from any interest payment made on any Note to or for the benefit of any person who is not a “United States person,” as such term is defined for U.S. federal income tax purposes, U.S. federal withholding tax (including any withholding imposed under FATCA), and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions pay such withheld amounts to the Company Internal Revenue Service, unless such person provides documentation to such Issuer or the Paying Agent other Payor such that an exemption from U.S. federal withholding tax (including any withholding imposed under FATCA) would apply to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by payment if interest on such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar Note were treated entirely as income from sources within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersUnited States for U.S. federal income tax purposes.
Appears in 1 contract
Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time New York City time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall will pay interest (including post-petition interest in any proceeding or case under any Bankruptcy Law) on overdue principal at the interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding or case under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. The Company will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at Agreement. Additional Interest will be payable in arrears on each interest payment date following accrual in the location specified in same manner as regular interest on the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate If Additional Interest is payable on the Notes; it , the Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate provide an Officers’ Certificate to the extent lawfulTrustee on or before the record date for each interest payment date such Additional Interest is payable setting forth the accrual period and the amount of such Additional Interest in reasonable detail. The Trustee may provide a copy of such Officers’ Certificate or other notice received from the Company shall make all interest, premium, if any, relating to Additional Interest, if any, and principal payments by wire transfer of immediately available funds Interest to any Holder who upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. The Trustee shall have given written directions not at any time be under any duty or responsibility to any Holder to determine whether any Additional Interest is payable, or with respect to the Company nature, extent, or calculation of the Paying Agent to make such payments by wire transfer pursuant amount of any Additional Interest owed, or with respect to the wire transfer instructions supplied method employed in such calculation of any Additional Interest. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company or the Paying Agent by such Holder on or prior shall deliver to the applicable record date. All other payments on Notes will be made at Trustee an Officers’ Certificate setting forth the office or agency particulars of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderssuch payment.
Appears in 1 contract
Sources: Indenture (Tennant Co)
Payment of Notes. (a) The Company Issuers shall pay or cause to be paid the principal of or of, and interest and premium, if any, Additional Interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Notes.
(b) Principal, premium, if any, interest and Additional Interestpremium, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time A.M., New York City time, on the due date money deposited by the Company an Issuer or a Guarantor in immediately available funds and designated for and sufficient to pay all principal of or principal, interest and premium, if any, Additional Interest, if any, or interest on the Notes then due. .
(c) The Company Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at Agreement. In the location specified in event the NotesIssuers are required to pay Additional Interest, the Issuers shall provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Company Trustee will have no duty whatsoever to determine whether any Additional Interest is payable or the amount thereof.
(d) The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable rate equal to the interest rate on the NotesNotes to the extent lawful; it and the Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 1 contract
Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, and interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time (New York City Time) on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interestIn the event that the Issuer is required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, premium, if any, the Issuer will provide written notice (“Additional Interest Notice”) to the Trustee of its obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, if any, and principal payments the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by wire transfer of immediately available funds the Issuer on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder who shall have given written directions to determine the Additional Interest, or with respect to the Company nature, extent, or calculation of the Paying Agent to make such payments by wire transfer pursuant amount of Additional Interest owed, or with respect to the wire transfer instructions supplied to the Company or the Paying Agent by method employed in such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency calculation of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersAdditional Interest.
Appears in 1 contract
Payment of Notes. The Company shall Issuer will pay or cause to be paid the principal of or of, premium, if any, Additional Intereston, and interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interestinterest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofof the Company, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at a rate that is equal to time on demand at the then applicable interest rate on the NotesNotes of the applicable series to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall make be released from all interestfurther liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, Additional Interestor interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and principal payments by wire transfer of immediately available funds to any Holder who payable shall have given written directions be paid to the Company on its request, or (if then held by the Paying Agent to make Company) shall be discharged from such payments by wire transfer pursuant to trust; and the wire transfer instructions supplied Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or the such Paying Agent by with respect to such Holder on trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or prior such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersCompany.
Appears in 1 contract
Sources: Indenture (Chesapeake Energy Corp)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, Additional and interest and Special Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in this Indenture and the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Special Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. 10:00 a.m Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due. Such Paying Agent shall return to the Company promptly, and in any event, no later than three Business Days following the date of payment, any money (including accrued interest) that exceeds such amount of principal, premium, if any, or and interest paid on the Notes then dueNotes. The Company shall will pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement Agreement. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the location specified in next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the Notesintervening period. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Special Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company Interest shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer be computed on the basis of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency a 360-day year of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderstwelve 30-day months.
Appears in 1 contract
Sources: Indenture (Simmons Co /Ga/)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, and interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in this Indenture and the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time New York City time, on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, and interest and Additional Interest, if any, or interest on the Notes then due. Such Paying Agent will return to the Company promptly, and in any event, no later than five Business Days following the date of payment, any money (including accrued interest and Additional Interest, if any) that exceeds such amount of principal, premium, if any, and interest and Additional Interest, if any, paid on the Notes. The Company shall will pay all Additional Interest, if any, in the same manner manner, on the dates and in the amounts set forth in the Registration Rights Agreement Agreement, the Notes and this Indenture. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the location specified in next succeeding day that is not a Legal Holiday, and no interest or Additional Interest, if any, will accrue on such payment for the Notesintervening period. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate equal to the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) periods), from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Interest and Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at computed on the office or agency basis of the Paying Agent and Registrar within the City and State a 360-day year of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderstwelve 30-day months.
Appears in 1 contract
Sources: Indenture (Xerium Technologies Inc)
Payment of Notes. (a) The Company Issuer shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid for all purposes hereunder on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereof, holds holds, as of 11:00 10:00 a.m. Eastern Time on the due date (New York City time), money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or such principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. .
(b) The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 1% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any, any (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful.
(c) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. If Additional Interest is payable on the Notes, the Issuer shall provide an Officer’s Certificate to the Trustee prior to each Interest Payment Date for which such Additional Interest is payable setting forth the accrual period and the amount of such Additional Interest in reasonable detail. The Company shall make all interest, premium, if any, Trustee may provide a copy of such Officer’s Certificate or other notice received from the Issuer relating to Additional Interest, if any, and principal payments by wire transfer of immediately available funds Interest to any Holder who shall have given written directions upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Issuer has paid Additional Interest directly to the Company or Persons entitled to it, the Paying Agent to make such payments by wire transfer pursuant Issuer shall deliver to the wire transfer instructions supplied to Trustee an Officer’s Certificate setting forth the Company or the Paying Agent by particulars of such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderspayment.
Appears in 1 contract
Sources: Indenture (Schulman a Inc)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or of, premium, if any, and interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interest, if any, or and interest on the Notes then due. The Company shall will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at 2% per annum in excess of the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions deliver to the Company or the Paying Agent to make such payments by wire transfer pursuant Trustee, at least five Business Days before an interest payment date, an Officer’s Certificate certifying as to the wire transfer instructions supplied to amount of Additional Interest due on such interest payment date. If the Trustee does not receive notice from the Company of an event in respect of which Additional Interest is required to be paid or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless does not receive an Officer’s Certificate from the Company elects five Business Days before any interest payment date, the Trustee shall be entitled to make assume that no Additional Interest is due on such interest payments by check mailed to the Holders at their address set forth in the register of Holderspayment date.
Appears in 1 contract
Payment of Notes. (a) The Company Issuer shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture; provided however that, upon the occurrence of a Payment Default, no such payment shall be made by the Issuer unless and until such Payment Default shall have been cured or waived or shall have ceased to exist or until the Senior Secured Loan shall have been discharged or paid in full, after which, the Issuer shall resume making any and all such payments, including any missed payments. Principal, premium, if any, An installment of principal or interest and Additional Interest, if any, shall be considered paid on the date it is due if the Trustee or Paying Agent, if other than the Company or a Subsidiary thereof, Agent holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then duesuch installment. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company Issuer shall pay interest on overdue principal (including post-petition interest in any a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the rate specified in the Notes.
(b) The Issuer shall pay all interest due on overdue the Series A Notes in cash on each Interest Payment Date up to a maximum aggregate amount of $1.5 million during any Fiscal Year; provided that, until and including the [second] anniversary hereof, if, the amount of Excess Cash (as determined on the Measurement Period immediately preceding the relevant Interest Payment Date; provided that, for the Measurement Period ending on December 31, 2003, such amount shall be the lesser of (x) the actual Excess Cash as of the end of such Measurement Period and (y) $ ), is less than the interest then due on the Series A Note, the Issuer may elect to pay any portion of the difference between the amount then due and the amount of such Excess Cash by the issuance of additional Series A Notes with identical terms (the “Additional Series A Notes”) in an aggregate principal amount as shall equal the portion of the interest payment not paid in cash at a rate of 6.50% per annum in lieu of cash. In order to exercise such right, the Issuer must deliver to the Trustee not less than 10 nor more than 45 days prior to the Record Date for the Interest Payment Date on which Additional Series A Notes will be issued an Officers’ Certificate (i) notifying the Trustee of its election to pay such interest through the issuance of Additional Series A Notes, (ii) certifying the amount of Excess Cash that is not available, or that no Excess Cash is available, for the payment of such interest, (iii) stating the aggregate amount of such Additional Series A Notes to be issued, and premium(iv) specifying the amount of Additional Series A Notes to be issued as Definitive Notes and the amount to be issued through increases in the Global Note. On or after the date of such Officers’ Certificate but not less than 10 days prior to the relevant Interest Payment Date, if anythe Issuer shall deliver to the Trustee any Additional Series A Notes that are Definitive Notes to be issued, which Definitive Notes shall have been duly executed by the Issuer in the manner provided in Section 2.03. If the conditions set forth in this Section 4.01(b) are not satisfied, interest on the Series A Notes shall be due and payable in immediately available U.S. funds as specified in this Indenture and the Series A Notes. If the Issuer has satisfied the conditions in this Section 4.01(b), on the relevant Interest Payment Date, the Trustee shall record increases in the Global Notes and authenticate any Definitive Notes, as appropriate, in the aggregate principal amounts required to pay such interest. Each Additional Series A Note is an additional obligation of the Issuer and the Guarantors and shall be governed by, and entitled to, the benefits of the Series A Notes under this Indenture and shall be subject to the terms of this Indenture (including the guarantee provisions) and shall rank pari passu with and be subject to the same terms (including the rate of interest from time to time on demand at payable thereon) as all other Series A Notes (except, as the then applicable case may be, with respect to the issuance date and aggregate principal amount) and shall have the benefit of all Liens securing Series A Notes.
(c) Until the Maturity Date, the Issuer shall pay all interest rate on the Series B Notes by the issuance of additional Series B Notes with identical terms (the “Additional Series B Notes; it ”) in an aggregate principal amount as shall equal the portion of the interest payment not paid in cash at a rate of 6.50% per annum in lieu of cash. The Issuer must deliver to the Trustee not less than 10 nor more than 45 days prior to the Record Date for the Interest Payment Date on which Additional Series B Notes will be issued an Officers’ Certificate (i) notifying the Trustee of its election to pay such interest through the issuance of Additional Series B Notes, and (ii) stating the aggregate amount of such Additional Series B Notes to be issued as Definitive Notes and the amount to be issued through increases in the Global Note. On or after the date of such Officers’ Certificate but not less than 10 days prior to the relevant Interest Payment Date, the Issuer shall deliver to the Trustee any Additional Series B Notes to be issued, which Additional Series B Notes shall have been duly executed by the Issuer in the manner provided in Section 2.02. Each Additional Series B Note is an additional obligation of the Issuer and the Guarantors and shall be governed by, and entitled to, the benefits of the Series B Notes under this Indenture and shall be subject to the terms of this Indenture (including post-petition interest in any proceeding under any Bankruptcy Lawthe guarantee provisions) on overdue installments and shall rank pari passu with and be subject to the same terms (including the rate of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time payable thereon) as all other Series B Notes (except, as the case may be, with respect to the issuance date and aggregate principal amount) and shall have the benefit of all Liens securing Series B Notes.
(i) After making the payment described in Section 4.01(b) above for the relevant Measurement Period, the Issuer shall apply any remaining Excess Cash up to a maximum aggregate amount, including the relevant payment made under 4.01(b) above, of $750,000 to prepay the outstanding principal amount of the Notes in the following order: FIRST, the Series A Notes on demand at a pro rata basis; and SECOND, the Series B Notes on a pro rata basis.
(ii) If on the previous Interest Payment Date during the same rate calendar year of the relevant Measurement Period any Additional Series A Notes were issued, the Issuer shall apply any Excess Cash remaining after making the payments described in Sections 4.01(b) and 4.01(d)(i) above to prepay the extent lawfuloutstanding principal amount of such Additional Series A Notes. The Company Trustee shall make a notation on its records of any such principal reduction.
(e) After making all interestpayments described in Section 4.01(d) above, premium, if any, Additional Interest, if any, and the Issuer shall apply twenty percent (20%) of any remaining Excess Cash on such Interest Payment Date to prepay the outstanding principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency amount of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth Notes in the register following order: FIRST, the Series A Notes on a pro rata basis; and SECOND, the Series B Notes on a pro rata basis. The Trustee shall make a notation on its records of Holdersany such principal reduction.
Appears in 1 contract
Sources: Indenture (Elk Horn Coal Co LLC)
Payment of Notes. The Company Issuers and the Guarantors covenant and agree for the benefit of the Holders that they shall duly and punctually pay or cause to be paid the principal of or of, premium, if any, interest and Additional InterestAmounts, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, interest and Additional InterestAmounts, if any, shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if Agent (other than the Company Issuers or a Subsidiary thereofany of their Affiliates) has received from the Issuers or any Guarantor, holds as of 11:00 9:00 a.m. Eastern Time London time on the Business Day prior to the due date date, in accordance with this Indenture, money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or premium, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interestprincipal, premium, if any, interest and Additional InterestAmounts, if any then due. If the Issuers or any of their Affiliates acts as Paying Agent, principal, premium, if any, interest and principal payments Additional Amounts, if any, shall be considered paid on the due date if the entity acting as Paying Agent complies with Section 2.04. [Reserved] [Reserved] Statement as to Compliance. The Parent Guarantor shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer's Certificate stating that in the course of the performance by wire transfer the signer of immediately available funds its duties as an officer of the Parent Guarantor he would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period and if any specifying such Default, its status and what action the Issuers are taking or proposed to take with respect thereto. For purposes of this Section 4.05, such compliance shall be determined without regard to any Holder who shall have given written directions to the Company period of grace or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency requirement of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersnotice under this Indenture.
Appears in 1 contract
Sources: Indenture
Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, Additional and interest and Special Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Special Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall will pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at Agreement. Special Interest will be payable in arrears on each Interest Payment Date following accrual in the location specified in same manner as regular interest on the Notes. If Special Interest is payable on the Notes, the Company shall provide an Officer’s Certificate to the Trustee on or before the record date for each Interest Payment Date such Special Interest is payable setting forth the accrual period and the amount of such Special Interest in reasonable detail. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Company relating to Special Interest to any Holder upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Special Interest is payable. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Special Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.
Appears in 1 contract
Sources: Indenture (Post Holdings, Inc.)
Payment of Notes. (a) The Company shall agrees to pay or cause to be paid the principal Accreted Principal Amount of or premium, if any, and interest (including any Additional Interest, if any, or interest ) on the Notes on the dates, at the location dates and in the manner provided in the Notes and this Indenture. PrincipalNot later than 12:00 p.m. New York City time, premium, if any, on the due date of any Accreted Principal Amount of or interest and (including any Additional Interest) on any Notes, or any Repurchase Date or Redemption Date, as the case may be, the Company will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay the amounts then due; provided that if anythe Company or any Affiliate of the Company is acting as Paying Agent, shall it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case the Company will promptly notify the Trustee of its compliance with this paragraph.
(b) An installment of Accreted Principal Amount or interest (including any Additional Interest) will be considered paid on the date due if the Trustee (or Paying Agent, if other than the Company or a Subsidiary thereof, any Affiliate of the Company) holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an installment of Accreted Principal Amount or premium, if any, interest (including any Additional Interest, ) will be considered paid on the due date only if any, or paid to the Holders.
(c) The Company agrees to pay interest on overdue Accreted Principal Amount, and, to the Notes then due. The Company shall pay all Additional Interestextent lawful, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement overdue installments of interest at the location rate per annum specified in the Notes. The Company shall pay interest .
(including post-petition interest d) Payments in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time respect of the Notes represented by the Global Notes are to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments be made by wire transfer of immediately available same-day funds to any Holder who the Depositary for the purpose of permitting such party to credit the payments received by it in respect of such Global Note to the accounts of the beneficial owners thereof. With respect to Certificated Notes, the Company will make all payments in same-day funds by transfer to an account maintained by the payee located inside the United States, if the Trustee shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the received proper wire transfer instructions supplied to from such payee not later than the Company or the Paying Agent by related Regular Record Date or, if no such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments instructions have been received by check drawn on a bank in the United States mailed to the Holders payee at their its address set forth in on the register of HoldersRegistrar’s books.
Appears in 1 contract
Sources: Indenture (Micron Technology Inc)
Payment of Notes. The Company Issuer shall pay or cause to be paid the principal of or of, premium, if any, Additional Interest, if any, or and interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, interest and Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company Issuer or a Subsidiary thereofSubsidiary, holds as of 11:00 a.m. 12:00 p.m. Eastern Time on the due date money deposited by the Company Issuer in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due. Such Paying Agent shall return to the Issuer promptly, and in any event, no later than two Business Days following the date of payment, any money (including accrued interest) that exceeds such amount of principal, premium, if any, or and interest paid on the Notes then dueNotes. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. The Company Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time at the rate equal to time on demand at the then applicable interest rate on the NotesNotes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, Interest (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company Interest shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer be computed on the basis of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency a 360-day year comprised of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderstwelve 30-day months.
Appears in 1 contract
Payment of Notes. The Company shall Issuers shall, jointly and severally, pay or cause to be paid the principal of or of, premium, if any, Additional Interestand interest on, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company Issuers or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time time on the due date money deposited by the Company Issuers in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest then due. Such Paying Agent shall return to the Issuers promptly, and in any event, no later than five (5) Business Days following the date of payment, any money that exceeds such amount of principal, premium, if any, or and interest paid on the Notes then dueNotes. The Company Issuers shall pay all Additional Interest, if any, in the same manner manner, on the dates and in the amounts set forth in the a Registration Rights Agreement Agreement, the Notes and this Indenture. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the location specified in next succeeding Business Day, and no interest shall accrue on such payment for the Notesintervening period. The Company shall Issuers shall, jointly and severally, pay (to the extent that they may lawfully do so) interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then applicable interest rate on the Notesin effect; it they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace period) periods), from time to time on demand at the same rate to the extent lawful. The Company Interest shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer be computed on the basis of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency a 360-day year of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holderstwelve 30-day months.
Appears in 1 contract
Sources: Indenture (CBD Media LLC)
Payment of Notes. The Company shall will pay or cause to be paid the principal of or premiumof, premium on, if any, and interest and Additional Interest, if any, or interest on on, the Notes on the dates, at the location dates and in the manner provided in the Notes and this IndentureNotes. Principal, premium, if any, and interest and Additional Interest, if any, shall will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of or principal, premium, if any, Additional Interestand interest, if any, or interest on the Notes then due. The Company shall will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the NotesAgreement. The Company shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the NotesNotes to the extent lawful; it shall will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, any (without regard to any applicable grace period) from time to time on demand ), at the same rate to the extent lawful. The Company shall make all interestIn the event that the Issuer is required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, premium, if any, the Issuer will provide written notice (“Additional Interest Notice”) to the Trustee of its obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, if any, and principal payments the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by wire transfer of immediately available funds the Issuer on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder who shall have given written directions to determine the Additional Interest, or with respect to the Company nature, extent, or calculation of the Paying Agent to make such payments by wire transfer pursuant amount of Additional Interest owed, or with respect to the wire transfer instructions supplied to the Company or the Paying Agent by method employed in such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency calculation of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of HoldersAdditional Interest.
Appears in 1 contract
Payment of Notes. (a) The Company shall Issuers agree to pay or cause to be paid the principal of or of, premium, if any, Additional Interestand interest, if any, or interest on the Notes on the dates, at the location dates and in the manner provided in the Notes and this the Indenture. PrincipalThe Issuers shall pay Additional Interest, if any, in the amounts set forth in the applicable Registration Rights Agreement. Not later than 9:00 a.m. (New York City time) on the due date of any principal of, premium, if any, interest and Additional Interestor interest, if any, shall on, any Notes, or any redemption or purchase price of the Notes, the Issuers will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts; provided, however, that if the Issuers or any Affiliate of the Issuers is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in the Indenture. In each case, the Issuers will promptly notify the Trustee of their compliance with this paragraph.
(b) An installment of principal, premium, if any, or interest, if any, will be considered paid on the date due if the Trustee (or Paying Agent, if other than the Company Issuers or a Subsidiary thereof, any Affiliate of the Issuers) holds as of 11:00 a.m. Eastern Time on the due that date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal the installment. If the Issuers or any Affiliate of or premiumthe Issuers acts as Paying Agent, if any, Additional Interest, if any, or interest on the Notes then due. The Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement at the location specified in the Notes. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments an installment of interest and Additional Interest, if any, (without regard to any applicable grace period) from time to time on demand at the same rate to the extent lawful. The Company shall make all interestprincipal, premium, if any, Additional Interestor interest, if any, and principal will be considered paid on the due date only if paid to the Holders.
(c) The Issuers agree to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest, if any, at the rate per annum specified in the Notes.
(d) Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Issuers will make all payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the Company or the Paying Agent to make such payments accounts specified by wire transfer pursuant to the wire transfer instructions supplied to the Company or the Paying Agent by such Holder on or prior to the applicable record date. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holdersthereof or, if no such account is specified, by mailing a check to each Holder’s registered address.
Appears in 1 contract
Sources: Indenture (Vistancia Marketing, LLC)