Tender Agent Clause Samples
The Tender Agent clause designates a party responsible for managing and administering the tender process in a transaction, such as a debt repurchase or exchange offer. This agent typically collects and verifies tenders from participants, communicates relevant information, and ensures that all procedural requirements are met. By centralizing these administrative tasks, the clause ensures an orderly and efficient process, reducing confusion and minimizing the risk of errors or disputes among the parties involved.
Tender Agent. The Issuer shall with the approval of the Borrower, appoint the Tender Agent for the Bonds, subject to the condition of Section 10.15 hereof. The Tender Agent shall designate its principal office to the Paying Agent, the Trustee, the Remarketing Agent and the Bank and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Bank, the Remarketing Agent, the Borrower and the Trustee under which the Tender Agent will agree, particularly:
(a) to hold all Bonds delivered to it hereunder in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until moneys representing the purchase price of such Bonds shall have been delivered to or for the account of or to the order of such Bondholders;
(b) to hold all moneys delivered to it hereunder for the purchase of Bonds in trust for the benefit of the person or entity which shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to or for the account of such person or entity;
(c) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Trustee, the Bank, and the Borrower at all reasonable times. The Issuer shall cooperate with the Trustee, the Registrar, the Bank, and the Borrower to cause the necessary arrangements to be made and to be thereafter continued whereby funds from the sources specified herein and in the Agreement will be made available for the purchase of Bonds presented at the Principal Office of the Tender Agent (or such other office as may be designated by the Tender Agent) and whereby Bonds, executed by the Issuer and authenticated by the Trustee or its Authenticating Agent, shall be made available to the Remarketing Agent to the extent necessary for delivery pursuant to Section 3.05 hereof.
Tender Agent the Tender Agent shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Tender Agent addressed to it at the address and to the attention specified in Clause A of this Section or at any other address previously furnished in writing to the Trustee by the Tender Agent, or
Tender Agent. The Authority shall, with the approval of the Company and the Bank, appoint the Tender Agent for the Bonds, subject to the conditions set forth in Section 15.
Tender Agent. 101 ------------
Tender Agent. 71 ARTICLE XIII DEFEASANCE ----------
Tender Agent. The Issuer shall appoint the Tender Agent for the Bonds, subject to the conditions set forth in Section 9.17 hereof. The Tender Agent initially appointed hereunder shall be Bankers Trust Company. The Tender Agent shall designate to the Trustee its principal office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Trustee and the Remarketing Agent under which the Tender Agent acknowledges its qualifications to act as Tender Agent under this Indenture and agrees, particularly, as follows:
(1) The Tender Agent shall, upon receipt of a Tender Notice from any Bondholder, give prompt telephonic notice thereof to the Trustee and the Remarketing Agent, specifying the amount of Bonds to be purchased and the Purchase Date, and shall, not later than the following Business Day, confirm such telephonic notice in writing and deliver to the Remarketing Agent, the Trustee and the Credit Bank a copy of such Tender Notice.
(2) On each Purchase Date, the Tender Agent shall give the Remarketing Agent and the Trustee telephonic notice, confirmed in writing by the following Business Day, of the aggregate principal amount of Bonds delivered pursuant to Section 2.03.
(3) The Tender Agent shall hold all Bonds delivered to it pursuant to Section 2.03 in trust for the benefit of the respective Bondholders which shall have so delivered such Bonds until such Bonds are required by this Indenture to be delivered to the respective purchasers thereof.
(4) The Tender Agent shall cancel all Bonds for which it has received written notice of remarketing from the Remarketing Agent and shall register and authenticate new Bonds in a like aggregate principal amount in the names and in the denominations set forth in the written notice given to the Tender Agent by the Remarketing Agent pursuant to Section 3.07 hereof.
(5) The Tender Agent shall remit the Purchase Price of tendered Bonds to the tendering Bondholders in accordance with Section 3.07 hereof.
(6) The Tender Agent shall deliver to the Trustee all tendered Bonds.
(7) The Tender Agent shall keep such books and records as shall be consistent with prudent industry practice and shall make such books and records available for inspection by the Issuer, the Trustee and the Credit Bank at all reasonable times.
(8) The Tender Agent shall hold all monies representing the Purchase Price of Bonds tendered for purchase in a segregated account and such m...
Tender Agent. Each Tender Agent shall be a commercial bank with trust powers or a trust company duly organized under the laws of the United States of America or any state or territory thereof having (or, if such bank or trust company is a member of a bank holding company system, its bank holding company has) a combined capital stock, surplus and undivided profits of at least $100,000,000 and authorized by law to perform all the duties imposed upon it hereunder. A Tender Agent may at any time resign and be discharged of the duties and obligations created by the Indenture by giving at least sixty (60) days’ notice to the City, the Trustee, the Credit Facility Provider and the Remarketing Agent. A Tender Agent may be removed at any time by an instrument signed by the City and filed with the Trustee. However, such resignation or removal shall not take effect prior to the date that a successor ▇▇▇▇▇▇ Agent has been appointed by the City and has accepted such appointment, such appointment has been approved by the Credit Facility Provider, and the Credit Facility, if any, has been transferred, in accordance with its terms, to that successor. Upon the effective date of resignation or removal of a Tender Agent, such Tender Agent shall deliver any Bonds and money held by it in such capacity to its successor.
Tender Agent. The Issuer has appointed First Union National Bank as Tender Agent. The Tender Agent may be changed at any time by the Issuer and with the consent of the Trustee.
Tender Agent. The Tender Agent’s Annual Fee is the annual continuing fee of the Tender Agent, if any.
Tender Agent. The Tender Agent shall be deemed an Agent for purposes of Section 10.05 of the Loan Agreement and shall be entitled to the benefits thereof.