Changes in Agents Clause Samples
The "CHANGES IN AGENTS" clause establishes the procedures and requirements for notifying and managing any changes to the individuals or entities designated as agents under the agreement. Typically, this clause requires one party to inform the other in writing if there is a change in the appointed agent, such as a new representative for service of process or a new contact for contractual communications. By formalizing the process for updating agent information, the clause ensures that both parties always have accurate contact details, thereby preventing miscommunication and ensuring that important notices or legal documents are properly delivered.
Changes in Agents. 25.1 Each of the Issuers and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.
25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) at any time resign by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee specifying the date on which its resignation shall become effective.
25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective.
25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall no...
Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and a Registrar; and
(c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices).
25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby.
25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective.
25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27. The Issuer agrees with each of the Agents that if, by the ...
Changes in Agents. 25.1 Each of the Issuer and the Guarantors agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Principal Paying Agent and have been returned to the Issuer or the Guarantors, as the case may be, as provided in this Agreement:
(a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be);
(b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe;
(c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a Transfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other relevant authority;
(d) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a specified office in the United States; and
(e) the Issuer will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with or introduced in order to conform to such Directive, if any (if there is any such Member State), provided that the Issuer shall not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in a Member State of the European Union unless at least one Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or deduct tax. In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent having a specified office in the United States in the circumstances described in Condition 5.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of i...
Changes in Agents. 16.01 Any Agent or Calculation Agent may resign its appointment as the agent of the Issuer or the Guarantor LP (and, for the purposes only of sub-clause 2.06 above, the Bond Trustee) hereunder and/or in relation to any Series of Covered Bonds upon the expiration of not less than thirty days’ notice to that effect by such Agent or Calculation Agent to the Issuer, the Guarantor LP and the Bond Trustee (with a copy, if necessary, to the Issuing and Paying Agent) provided however, that:
(a) in relation to any such notice which would otherwise expire within thirty days before or after the maturity date of such Series or any interest or other payment date in relation to any such Series, such notice shall be deemed, in relation to such Series only, to expire on the thirtieth day following such maturity date or, as the case may be, such interest or other payment date; and
(b) in respect of any Series of Covered Bonds, in the case of the Issuing and Paying Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent with its specified office in a city in a Member State of the European Union in the circumstances described in Condition 11.01(iv) or, so long as such Covered Bonds are listed on the London Stock Exchange and/or admitted to listing or trading on any other stock exchange or other relevant authority, the Paying Agent or the Transfer Agent with its specified office in London and/or in such other place as may be required by such other stock exchange or other relevant authority, or, in the circumstances described in Condition 9.04, the Paying Agent with its specified office in New York City or, so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, the Exchange Agent in New York City, such resignation shall not be effective until a successor thereto has been appointed by the Issuer, the Guarantor LP or the Bond Trustee, as the case may be, as its agent in relation to such Series of Covered Bonds or in accordance with Clause 16.05 and notice of such appointment has been given in accordance with the Conditions.
16.02 The Issuer (in respect of itself only) or the Guarantor LP (in respect of itself only) may revoke its appointment of any Agent or Calculation Agent as its agent hereunder and/or in relation to any Series of Covered Bonds by not less than thirty days’ notice to that effect to such Agent or Calculation Agent provided however, that in respect ...
Changes in Agents. 24.1 Each of the relevant Issuer and the relevant Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the relevant Guarantor, as the case may be, as provided in this Agreement:
(a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;
(b) there will at all times be a Principal Paying Agent and (for as long as there are any Registered Notes outstanding) a Registrar;
(c) in the case of Subordinated Notes, there will at all times be a Calculation Agent; and
(d) whenever a function expressed in the relevant Conditions to be performed by the Reset Reference Banks falls to be performed, appoint and (for so long as such function is required to be performed) maintain Reset Reference Banks. In addition, the relevant Issuer and the relevant Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5 of the Senior Notes or Condition 8.5 of the Subordinated Notes, as the case may be. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14 or Condition 18 of the Subordinated Notes, as the case may be.
24.2 Each of the Principal Paying Agent, the Registrar and the Calculation Agent may (subject as provided in subclause 24.4) at any time resign by giving at least 30 days' written notice to SES and SES Americom specifying the date on which its resignation shall become effective.
24.3 Each of the Principal Paying Agent, the Registrar and the Calculation Agent may (subject as provided in subclause 24.4) be removed at any time by SES and SES Americom (acting together) on at least 30 days' notice in writing from SES and SES Americom specifying the date when the removal shall become effective.
24.4 Any resignation under subclause 24.2 or removal of the Principal Paying Agent, the R...
Changes in Agents. 18.1 Any Agent or the Registrar may resign its appointment as the agent of the Issuer in relation to the Instruments upon the expiration of not less than thirty days' notice to that effect by such Agent or, as the case may be, the Registrar to the Issuer (with a copy, if necessary, to the Fiscal Agent) provided that:
18.1.1 any such notice which would otherwise expire within thirty days before or after the maturity date of any Series of Instruments or any interest payment date in relation to any Series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth day following such date; and
18.1.2 in the case of the Fiscal Agent, the only remaining Agent or Registrar with its specified office outside the United Kingdom or, so long as any Instruments are listed on any stock exchange, the Agent or the Registrar with its specified office in London and/or in such other place as may be required by any such stock exchange, such resignation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Instruments has been appointed by the Issuer or in accordance with Clause 18.6 and notice of such appointment has been given in accordance with Condition 19 (Notices).
18.2 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as its agent in relation to the Instruments by not less than thirty days' notice to that effect to such Agent, Transfer Agent or, as the case may be, such Registrar provided that, in the case of the Fiscal Agent, the only remaining Agent or Registrar with its specified office outside the United Kingdom or, so long as any Instruments are listed on any stock exchange, the Agent or Registrar with its specified office in London and/or in such other place as may be required by any such stock exchange, such revocation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Instruments has been appointed by the Issuer and notice of such appointment has been given in accordance with Condition 19 (Notices).
18.3 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as their agent hereunder and/or in relation to any Series of Instruments if such paying agent, registrar or transfer agent is an FFI and does not become, or ceases to be, a Participating FFI. As at the date of this Agreement the Fiscal Agent is a Participating FFI.
18.4 The appointment of any Agent or Registrar as the agent of the ...
Changes in Agents. Any Agent may resign its appointment hereunder upon the expiration of not less than thirty (30) days’ notice to that effect to the Trust (with a copy to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after the Maturity Date or any interest or other payment date of the Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date.
Changes in Agents. 23.1 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) at any time resign by giving at least 90 days' written notice to the Issuer specifying the date on which its resignation shall become effective, without giving any reason.
23.2 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any time by the Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective.
23.3 Notwithstanding the provisions of Clause 23.4, if at any time an Agent: (a) fails to comply with its obligations hereunder, (b) fails to become by any applicable due date (or, on or after such due date, cease to be) a person to whom payments may be made free from FATCA Withholding, (c) becomes incapable of acting, (d) is adjudged bankrupt or insolvent, (e) files a voluntary petition in bankruptcy, makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, (f) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (g) admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, (h) has an order of any court entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or
(i) has a public officer take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, then the Issuer may forthwith terminate the appointment of such Agent, and notice of such termination shall be given to the Noteholders under Condition 14 as soon as practicable thereafter.
23.4 Any resignation under subclause 23.1 or removal of the Fiscal Agent or the Registrar under subclause 23.3 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or Registrar, as the case may be, and (other than in cases of termination under clause 23.3) on the expiry of the applicable notice to be given in accordance with this Clause 23. The Issuer agrees with the Fiscal Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice to be delivered in accordance with this Clause 23, the Issuer has not appointed a successor Fiscal Agent or Registrar, as the case ...
Changes in Agents. 14.1 Each of the Issuers and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the relevant Issuer or the Guarantor, as the case may be, as provided in this Agreement:
(a) there will at all times be a Fiscal Agent and a Registrar; and
(b) so long as any Notes are admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent and/or a Transfer Agent in any particular place, the relevant Issuer and the Guarantor shall maintain a Paying Agent and/or a Transfer Agent having its Specified Office in the place required by such competent authority, stock exchange and/or quotation system.
14.2 In addition, the relevant Issuer and the Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 10(c).
Changes in Agents. (a) The Bank agrees that, until no Note is outstanding or until monies for the payment of all amounts with respect to all outstanding Notes have been made available to the Paying Agents (whichever is the later):
(A) so long as any Notes are listed, quoted and/or traded on any Stock Exchange, there will at all times be such paying, issuing, listing and other agents having a specified office in each location required by the rules and regulations of the relevant Stock Exchange; and
(B) with respect to Bearer Notes, (1) there will at all times be a Paying Agent, a London Issuing Agent and a Transfer Agent with a specified office in a city in Europe unless, in respect of any Paying Agent, payments are permitted to be made in the United States and the Bank shall have appointed a Paying Agent in the United States; and (2) in the event that any European Directive on the taxation of savings, or any law implementing or complying with, or introduced in order to conform to, such Directive is introduced, the Bank will use all reasonable efforts to ensure, to the extent practicable, that it will maintain a paying agent in a Member State of the European Union that will not be obliged to withhold or deduct tax from payment in respect of the Notes pursuant to any such Directive or law supplementing or complying with such Directive. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Section 18 hereof.
(b) Subject to Section 27(d), the Bank may terminate the appointment of any Agent at any time and/or appoint one or more further relevant Agents by giving to the relevant Agent at least 45 days’ notice in writing to that effect.
(c) Subject to Section 27(d), all or any of the Paying Agents or the European Transfer Agent may resign their respective appointments hereunder at any time by giving the Bank at least 90 days’ written notice to that effect.
(d) Any termination under Section 27(b) or resignation under Section 27(c) shall only take effect upon the appointment by the Bank as hereinafter provided of a successor Agent and (other than in cases of insolvency of such Agent) on the expiration of the notice to be given under Section 29 hereof. The Bank agrees with each Agent that if, by the day falling 10 days before the expiration of any notice under Secti...