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. (1) The Registrar may (subject to sub-clause (3) below) at any time resign as Registrar by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
(2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the Issuer on at least 45 days' written notice to the Registrar, signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.
(3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Registrar and (other than in cases of insolvency of the Registrar) on the expiry of the notice to be given under Clause 12. The Issuer agrees with the Registrar that if, by the day falling ten days before the expiry of any notice under sub-clause (1), it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).
(4) In case at any time the Registrar resigns, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder.
(5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of th...
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. (a) Any Agent may resign its appointment hereunder upon the expiration of not less than thirty (30) days' notice to that effect to the Company (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 a series of 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 with respect to such series of Notes.
(b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable Agent and the Indenture Trustee.
(c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise; namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
(d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents shall thereafter, have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture.
(e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by th...
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. 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. 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. 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
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. 14.1 Any Paying Agent or Registrar may resign its appointment as the agent of the Issuer in relation to the Instruments of the Issuer upon the expiration of not less than ninety days’ prior written notice to that effect by such Paying Agent or, as the case may be, the Registrar to the Issuer (with a copy, if necessary, to the Fiscal Agent) Provided that:
(a) any such notice which would otherwise expire within fifteen days before or after the maturity date of any Series of Instruments or any interest or other payment date in relation to any Series of Instruments shall be deemed, in relation to such Series only, to expire on the fifteenth day following such maturity date or, as the case may be, such interest or other payment date; and
(b) in the case of (i) the Fiscal Agent, (ii) the only remaining Paying Agent or Registrar with its specified office in continental Europe (but outside the United Kingdom), (iii) so long as any Instruments are listed on the SWX and/or any other stock exchange, the Paying Agent or the Registrar with its specified office in Zurich and Luxembourg respectively, and/or in such other place as may be required by such other stock exchange, (iv) the Registrar in respect of any Series of Instruments then outstanding, (v) in the circumstances described in Condition 9A.04, the Paying Agent with its specified office in New York City, or (vi) a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN council meeting of 26-27 November 2000; such resignation shall not be effective until a successor thereto (which in the case of the Fiscal Agent and the Registrar shall be a bank or trust company of good standing and authorised to exercise corporate trust powers) has been appointed by the relevant Issuer as the agent of such Issuer in relation to the Instruments of such Issuer and notice of such appointment has been given in accordance with the terms and conditions, Provided that such successor, in the case of (ii), shall have its specified office in continental Europe (but outside the United Kingdom and, in the case of (iii), shall which must be a bank or a securities dealer that is subject to supervision by the Swiss Federal Banking Commission and have its specified office in Switzerland and/or in such other place as may be required by SWX.
14.2 The Issuer may revoke its appointm...
Changes in Agents. 10.1 Any Agent may resign its appointment hereunder at any time by giving to the Issuer and the Issuer may terminate the appointment of any Agent by giving to such Agent, at least 30 days' written notice to that effect, provided that no such resignation or termination of the appointment of the Principal Paying Agent or the Issue Agent shall take effect until a successor has been appointed by the Issuer.
10.2 The Issuer agrees with each Agent that if, by the day falling 10 days before the expiry of any notice under Clause 10.1, the Issuer has not appointed a replacement Agent, then the relevant Agent shall be entitled, on behalf of the Issuer to appoint in its place any reputable financial institution of good standing and the Issuer shall not unreasonably object to such appointment.
10.3 The appointment of an Agent shall terminate forthwith if any of the following events or circumstances occur or arise, namely: (a) such Agent becomes incapable of acting; (b) such Agent is adjudged bankrupt or insolvent; (c) such Agent files a voluntary petition in bankruptcy/insolvency or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; (d) a resolution is passed or an order is made for the winding- up or dissolution of such Agent; (e) a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; (f) an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or (g) any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.
10.4 The Issuer may appoint substitute or additional agents in relation to the Notes and shall forthwith give notice of any such appointments to the continuing agents and holders of Notes, whereupon the Issuer, the continuing agents and the additional agent(s) shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement.
10.5 Upon the resignation or revocation becoming effective under this Clause 10, the Agent shall:
(A) be released and discharged from it...