Common use of Additional Amounts Clause in Contracts

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.

Appears in 13 contracts

Sources: Indenture (Safeco Corp), Indenture (Ace LTD), Indenture (Mgic Investment Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 13 contracts

Sources: Indenture (CSX Transportation Inc), Indenture (Quality Food Centers Inc), Indenture (Bay View Capital Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 10 contracts

Sources: Indenture (Semco Capital Trust Iii), Indenture (Developers Diversified Realty Corp), Indenture (Pep Boys Manny Moe & Jack)

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amountsadditional amounts, the Company agrees to will pay to the Holder of any Security of such Security or any Coupon appertaining thereto Additional Amounts series additional amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts additional amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts additional amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts additional amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts additional amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amountsadditional amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Payment Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts additional amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 10 contracts

Sources: Indenture (Global Signal Inc), Indenture (Global Signal Inc), Indenture (Niku Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided may be specified in or pursuant to this Indenture or such SecuritiesIndenture. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Appears in 9 contracts

Sources: Indenture (Carramerica Realty Corp), Indenture (Carramerica Realty Corp), Indenture (Capitalsource Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts pursuant to Section 3.1(b)(18), the Company agrees to pay to the Holder of any each such Security or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriescoupon appertaining thereto, such mention shall be deemed to include mention of the payment of any Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other similar governmental charge described in the terms of the Securities of such series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Couponscoupons, and the Company agrees to pay to the Trustee or such Paying Agent on or prior to the date such payment is due the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Appears in 9 contracts

Sources: Subordinated Indenture (Cadiz Inc), Indenture (Cadiz Inc), Indenture (Fidelity National Information Services, Inc.)

Additional Amounts. (a) If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any a Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. . (b) Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumprincipal, if any, premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any) or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal of (or premium, if any) and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Appears in 8 contracts

Sources: Indenture (Tampa DC, LLC), Indenture (Tampa DC, LLC), Indenture (Winnsboro DC, LLC)

Additional Amounts. If any Securities of a series Series provide for the payment of additional amounts to any Holder who is a Non-U.S. Person in respect of any tax, assessment or governmental charge (“Additional Amounts”), the Company agrees to will pay to the Holder of any Security of such Security or any Coupon appertaining thereto Series such Additional Amounts as may be so provided in or pursuant to this Indenture or such Securitiesby Section 2.02. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon a Series or the net proceeds received on the sale or exchange of any a Security of any seriesa Series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series Series established hereby or pursuant hereto to Section 2.02 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 2.02, if the Securities of a series Series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been on which any change with respect to the matters set forth in the below-mentioned Officer's CertificateAdditional Amount shall be payable, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate with a compliance certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series that Series shall be made to Holders of Securities of such series or the Coupons appertaining thereto that Series who are United States Aliens Non-U.S. Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesthat Series. If any such withholding shall be required, then such Officer's Certificate compliance certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, of that Series and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.44.07 or in the event the Trustee shall not withhold or deduct any sums as a result of the non-receipt of such Officers’ Certificate pursuant to this Section 4.07.

Appears in 8 contracts

Sources: Indenture (Toreador Resources Corp), Indenture (Toreador Resources Corp), Indenture (Toreador Resources Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees Issuers agree to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company Issuers shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees Issuers agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants Issuers covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.4.

Appears in 8 contracts

Sources: Indenture (Teekay Offshore Finance Corp.), Indenture (Teekay Offshore Finance Corp.), Indenture (Teekay LNG Finance Corp.)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts Amounts, if any, required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 7 contracts

Sources: Indenture (Provident Companies Inc /De/), Indenture (Union Planters Corp), Indenture (Unumprovident Financing Trust Iii)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security or any Coupon appertaining thereto series Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, of that series and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts Amounts, if any, required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 6 contracts

Sources: Indenture (Accredo Therapeutics Inc), Indenture (Bugaboo Creek Holdings Inc), Indenture (Friedmans Management Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to Issuer will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 602(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall Issuer will furnish to the Trustee and the Issuer’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to Issuer will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4or in reliance on the Issuer not furnishing such an Officers’ Certificate.

Appears in 5 contracts

Sources: Fourth Supplemental Indenture (Kimco Realty OP, LLC), Supplemental Indenture (Kimco Realty OP, LLC), Indenture (Kimco Realty OP, LLC)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.4.

Appears in 5 contracts

Sources: Indenture (Assured Guaranty US Holdings Inc.), Indenture (Assured Guaranty US Holdings Inc.), Indenture (Assured Guaranty LTD)

Additional Amounts. (a) If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to through the Paying Agent will pay to the Holder of any a Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. . (b) Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumprincipal, if any, premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any) or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal of (or premium, if any) and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Appears in 4 contracts

Sources: Indenture (Federated National Holding Co), Indenture (Federated National Holding Co), Indenture (Federated National Holding Co)

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts pursuant to Section 3.1(b)(18), the Company agrees to pay to the Holder of any each such Security or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriescoupon appertaining thereto, such mention shall be deemed to include mention of the payment of any Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other similar governmental charge described in the terms of the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Couponscoupons, and the Company agrees to pay to the Trustee or such Paying Agent on or prior to the date such payment is due the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 4 contracts

Sources: Indenture (Cadiz Inc), Indenture (Fidelity National Financial Inc /De/), Indenture (Fidelity National Title Group, Inc.)

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any such Security of any series or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any related Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amounts, at least 10 ten days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 ten days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, Coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance upon the failure of the Company to furnish any such certificate.

Appears in 4 contracts

Sources: Indenture (Nationwide Health Properties Inc), Indenture (Nationwide Health Properties Inc), Indenture (Nationwide Health Properties Inc)

Additional Amounts. If any Securities of a series Series provide for the payment of additional amounts to any Holder who is a Non-U.S. Person in respect of any tax, assessment or governmental charge (“Additional Amounts”), the Company agrees to will pay to the Holder of any Security of such Security or any Coupon appertaining thereto Series such Additional Amounts as may be so provided in or pursuant to this Indenture or such Securitiesby Section 2.02. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon a Series or the net proceeds received on the sale or exchange of any a Security of any seriesa Series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series Series established hereby or pursuant hereto to Section 2.02 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 2.02, if the Securities of a series Series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been on which any change with respect to the matters set forth in the below-mentioned Officer's CertificateAdditional Amount shall be payable, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate with a compliance certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series that Series shall be made to Holders of Securities of such series or the Coupons appertaining thereto that Series who are United States Aliens Non-U.S. Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesthat Series. If any such withholding shall be required, then such Officer's Certificate compliance certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, of that Series and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.44.07 or in the event the Trustee shall not withhold or deduct any sums as a result of the non-receipt of such Officer’s Certificate pursuant to this Section 4.07.

Appears in 4 contracts

Sources: Indenture (Americredit Financial Services Inc), Indenture (Americredit Financial Services Inc), Indenture (Americredit Financial Services Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts Amounts, if any, required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 3 contracts

Sources: Indenture (JDN Realty Corp), Indenture (Capstone Turbine Corp), Indenture (Capstone Turbine Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants and the Guarantors covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series.

Appears in 3 contracts

Sources: Senior Subordinated Indenture (Kb Home), Subordinated Indenture (Kb Home), Indenture (Kb Home)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series.

Appears in 3 contracts

Sources: Indenture (Nymagic Inc), Indenture (Radnor Homes Inc), Indenture (Nymagic Inc)

Additional Amounts. If any the Securities of a series provide for the payment of Additional AmountsAmounts to the Holders of such Securities, then the Company agrees to shall pay to the each Holder of any such Security Securities or any Coupon coupon appertaining thereto the Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever there is mentioned in this Indenture there is mentionedIndenture, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesIndenture, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the TrusteeTrustee or the Company, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, coupons and the Company agrees to shall pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 3 contracts

Sources: Indenture (Old National Bancorp /In/), Senior Subordinated Indenture (American General Capital Iv), Indenture (Onb Capital Trust Vi)

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any such Security of any series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesthat Series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 3 contracts

Sources: Annual Report, Supplemental Indenture (Merrill Lynch & Co Inc), Indenture (Merrill Lynch & Co Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or of any Coupon appertaining thereto such series Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except Subject to applicable unclaimed property laws, except as otherwise provided in herein or pursuant to this Indenture or the Securities of the applicable serieshereto, if the Securities of a series provide for the payment Payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such that series shall not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any, is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall will furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) of or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.4Section.

Appears in 3 contracts

Sources: Subordinated Indenture (Union Bankshares Corp), Subordinated Indenture (Eagle Bancorp Inc), Subordinated Indenture (Eagle Bancorp Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 3 contracts

Sources: Senior Indenture (Liberty Property Limited Partnership), Indenture (Liberty Property Limited Partnership), Subordinated Indenture (Liberty Property Limited Partnership)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesIndenture, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, Coupons and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 3 contracts

Sources: Indenture (Questar Pipeline Co), Indenture (Questar Market Resources Inc), Indenture (Questar Market Resources Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date interest payment date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturitymaturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 3 contracts

Sources: Indenture (Natural Microsystems Corp), Indenture (Sierra Pacific Resources Capital Trust Ii), Indenture (Natural Microsystems Corp)

Additional Amounts. (a) If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any a Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. . (b) Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumprincipal, if any, premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts Amounts, if any, required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any) or interest, if any, with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal of (or premium, if any) and interest, if any, with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section. Section 10.41006. Statement as to Compliance The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate as to the maker's knowledge of the Company's compliance with all conditions and covenants under this Indenture and, if the Company is in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge. For purposes of this Section 1006, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Appears in 2 contracts

Sources: Indenture (Teekay Shipping Corp), Indenture (Teekay Shipping Corp)

Additional Amounts. If any Securities of a series provide for (a) The Corporation covenants and agrees that, if the payment of Additional Amounts, the Company agrees Corporation becomes obligated to pay Additional Amounts with respect to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security Debt Securities of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts Corporation will (if applicablei) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of on which any payment of principal under or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Debt Securities of such series shall is due and payable, deliver to the Trustee a Certificate of the Corporation specifying the amount required to be made withheld or deducted in respect of the relevant Taxes, specifying the amount of Additional Amounts that will be so payable, and setting forth such other information as is necessary to Holders enable the Trustee to pay such Additional Amounts to the holders of the Debt Securities of such series on the relevant payment date; (ii) pay such Taxes on or prior to the Coupons appertaining thereto who are United States Aliens without withholding date for payment thereof; and (iii) within 15 days after paying the amount referred to in clause (ii) of this sentence, deliver to the Trustee evidence of such payment and remittance thereof to the relevant Applicable Jurisdiction or on account political subdivision or taxing authority thereof or therein. The Corporation also covenants and agrees to furnish to each holder of any taxDebt Securities and, assessment or other governmental charge described in the Securities case of such series. If Global Debt Securities, each beneficial owner of any interest therein (by mail sent to its registered address or, in the case of any such withholding shall be requiredbeneficial owner, then to the address provided by such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay beneficial owner to the Trustee or the Corporation for such Paying Agent purpose) a receipt for any Taxes deducted within 30 days after the Additional Amounts required date the same are due pursuant to applicable law or regulation; PROVIDED, HOWEVER, that if no such time is prescribed by applicable law or regulation, the terms Corporation has agreed to furnish such information as soon as practicable but in any event prior to the last day of such Securities. February in the calendar year subsequent to the calendar year of payment. (b) The Company Corporation covenants and agrees to indemnify the Trustee and any each Paying Agent for, and to hold each of them harmless from and against, any and all loss, liability or liability, claim, damage and expense reasonably incurred without negligence or bad faith willful misconduct on their such Person's part and arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate of the Corporation furnished pursuant to the foregoing paragraph Section 8.3(a) or the failure of the Trustee or any Paying Agent for any reason (other than its own negligence or willful misconduct) to receive on a timely basis such Certificate of the Corporation or any information or documentation requested by it or otherwise required by applicable law or regulation to be obtained, furnished or filed in respect of any Taxes. (c) The obligations of the Corporation under this Section 10.48.3 shall survive the payment of the Debt Securities, the resignation or removal of the Trustee or any Paying Agent and the defeasance, covenant defeasance, discharge, satisfaction or other termination of this Indenture.

Appears in 2 contracts

Sources: Trust Indenture (Cnooc LTD), Trust Indenture (Nexen Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability damage, liability, cost or expense expense, including attorneys’ fees, costs and expenses, reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Amounts owed, or with respect to the nature, extent, or calculation of the Additional Amounts owed, or with respect to the method employed in such calculation of the Additional Amounts.

Appears in 2 contracts

Sources: Indenture (W. P. Carey Inc.), Indenture (American Honda Finance Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, the Company Operating Partnership agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto and, unless the context otherwise specifies or requires, by the Guarantee, in each case to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company Operating Partnership shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company Operating Partnership agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company Operating Partnership covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability damage, liability, cost or expense expense, including attorneys’ fees, costs and expenses, reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Operating Partnership to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Amounts owed, or with respect to the nature, extent, or calculation of the Additional Amounts owed, or with respect to the method employed in such calculation of the Additional Amounts.

Appears in 2 contracts

Sources: Indenture (American Campus Communities Operating Partnership LP), Indenture (American Campus Communities Operating Partnership LP)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts Amounts, if any, required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including but not limited to legal fees and expenses) reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 2 contracts

Sources: Indenture (Connecticut Southern Railroad Inc), Indenture (Connecticut Southern Railroad Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 2 contracts

Sources: Indenture (Inmc Mortgage Holdings Inc), Indenture (Inmc Mortgage Holdings Inc)

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any a Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal premium is made), and at least 10 days prior to each date of payment of principal principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumprincipal, if any, premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 2 contracts

Sources: Indenture (Deere John Capital Corp), Indenture (Deere John Capital Corp)

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any such Security of any series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesthat Series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or negligence, bad faith or intentional misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 2 contracts

Sources: Subordinated Indenture (Valero Energy Corp/Tx), Subordinated Indenture (Vec Trust Ii)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least last 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.or

Appears in 2 contracts

Sources: Indenture (Sun Communities Operating Limited Partnership), Indenture (Sun Communities Operating Limited Partnership)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and an premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or CouponsSecurities, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.

Appears in 2 contracts

Sources: Trust Indenture (Thomas & Betts Corp), Trust Indenture (Thomas & Betts Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, the Company Operating Partnership agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Securities Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto and, unless the context otherwise specifies or requires, by the Guarantee, in each case to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company Operating Partnership shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or CouponsSecurities, and the Company Operating Partnership agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company Operating Partnership covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability damage, liability, cost or expense expense, including attorneys’ fees, costs and expenses, reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Operating Partnership to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Amounts owed, or with respect to the nature, extent, or calculation of the Additional Amounts owed, or with respect to the method employed in such calculation of the Additional Amounts.

Appears in 2 contracts

Sources: Indenture, Indenture (Education Realty Operating Partnership L P)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 2 contracts

Sources: Subordinated Indenture (Summit Bancorp/Nj/), Senior Indenture (Summit Bancorp/Nj/)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security of any such series or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any related Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in herein or pursuant to this Indenture or the Securities of the applicable serieshereto, if the Securities of a series provide for the payment Payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such that series shall not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) of or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, Coupons and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 2 contracts

Sources: Senior Indenture (National City Corp), Senior Indenture (National City Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal or premium is made), and at least 10 days prior to each date of payment of principal or premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4.Section. ARTICLE ELEVEN

Appears in 2 contracts

Sources: Indenture (Sola International Inc), Indenture (Sola International Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at At least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 30 days prior to each date of on which payment of principal principal, premium, if any, or interest or other amounts on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if there has been the Issuer, any change Guarantor or other applicable withholding agent will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to the matters set forth in the below-mentioned Officer's Certificateany such payment, the Company shall Issuer will promptly furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, with an Officer's Officers’ Certificate instructing stating that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee and such or the Paying Agent or Paying Agents whether to pay such payment of principal of and premium, if any, or interest Additional Amounts to the Holders on the Securities of such series shall be made to Holders of Securities of such series payment date. The Issuer or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to a Guarantor (as applicable) will pay to the Trustee or such the Paying Agent the such Additional Amounts required by and, if paid to a Paying Agent other than the terms Trustee, shall promptly provide the Trustee with documentation evidencing the payment of such SecuritiesAdditional Amounts. Copies of such documentation shall be made available to the Holders upon request. The Company covenants to Issuer shall indemnify the Trustee and any the Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished to them pursuant to this Section 10.44.12. The Issuer will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to the Trustee. If the Issuer or the Guarantors conduct business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, are required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in Luxembourg (or any political subdivision thereof or therein) from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein, or in connection with the enforcement of the Notes or any Note Guarantee or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of Luxembourg or there is a new issuer organized outside of Luxembourg, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change. The foregoing obligations of this Section 4.12 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Issuer or the Guarantors. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of principal, premium or interest, if any, or any other amount payable under or with respect to any Note, 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.

Appears in 2 contracts

Sources: Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Security, Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each such date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officeran officer's Certificatecertificate set forth in Sections 6.08 and 6.09, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an a Company Officer's Certificate or a Guarantor Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States U.S. Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Company Officer's Certificate or Guarantor Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or CouponsSecurities, and the Company agrees and the Guarantor, jointly and severally, agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company and the Guarantor each covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Company Officer's Certificate or Guarantor Officer's Certificate furnished pursuant to this Section 10.46.04.

Appears in 2 contracts

Sources: Indenture (Kingsway Financial Services Inc), Indenture (Kingsway Financial Services Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to fully indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or negligence, bad faith or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 2 contracts

Sources: Indenture (Jabil Circuit Inc), Indenture (Jabil Circuit Inc)

Additional Amounts. (a) If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any a Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. . (b) Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumprincipal, if any, premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any) or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal of (or premium, if any) and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 2 contracts

Sources: Indenture (Molina Healthcare Inc), Indenture (Molina Healthcare Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 3. 1. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 5.2(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 3.1 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 3.1, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate. The obligations of the Company under this Section shall survive any termination, defeasance or discharge of the Indenture or applicable Security.

Appears in 2 contracts

Sources: Indenture (Cd Radio Inc), Indenture (Sirius Satellite Radio Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security of any such series or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any related Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in herein or pursuant to this Indenture or the Securities of the applicable serieshereto, if the Securities of a series provide for the payment Payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such that series shall not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any, is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) of or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, Coupons and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 2 contracts

Sources: Senior Indenture (National City Corp), Senior Indenture (National City Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, the Company Operating Partnership agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities; and if the Guarantees of the Securities of a series provide for the payment of Additional Amounts by the Guarantor, the Guarantor agrees to pay to the Holder of any such Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Guarantees. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon Coupon, or there is referenced, in any context, the net proceeds received on the sale payment of any amount under or exchange in respect of a Guarantee of any Security of any seriesseries or any Coupons appertaining thereto, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series or by the terms of the Guarantees of such series, as the case may be, established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of any series or in the applicable seriesGuarantees, if any, of any Securities, if the Securities of a series or any Guarantees thereof provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company Operating Partnership shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate of the Operating Partnership and, if any Guarantees of such Securities provide for the payment of Additional Amounts, an Officer’s Certificate of the Guarantor instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series or any amounts payable under the Guarantees of such Securities shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens Non-U.S. Persons without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities or Guarantees of such seriesseries or pursuant to Section 301 with respect to the Securities of such series or such Guarantees. If any such withholding or deduction shall be required, then each such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees Operating Partnership and the Guarantor agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such SecuritiesSecurities or such Guarantees, respectively. The Company covenants Operating Partnership and the Guarantor covenant, jointly and severally, to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense expense, reasonably incurred without negligence negligence, willful misconduct or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Operating Partnership to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series or the obligation of the Guarantor to pay Additional Amounts under the Guarantees of such Securities pursuant to the terms, if any, established pursuant to Section 301 with respect to such Guarantees.

Appears in 2 contracts

Sources: Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.)

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any such Security of any series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any,) is made), and at least 10 days prior to each date of payment of or principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series and it shall set forth the Additional Amount owed with respect to $1,000 in aggregate principal amount of such seriesSecurities. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 2 contracts

Sources: Indenture (Comdisco Inc), Indenture (Comdisco Inc)

Additional Amounts. If any Debt Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Debt Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Debt Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Debt Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Debt Securities (or if the Debt Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Debt Securities of such that series shall be made to Holders of Debt Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in specified by the terms of the Debt Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Debt Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by the terms of such Debt Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal, premium, if any, or interest with respect to any Debt Securities of a series or related coupons until it shall have received an Officers' Certificate advising otherwise and (ii) to make all payments of principal, premium, if any, and interest with respect to the Debt Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 2 contracts

Sources: Indenture (Bre Properties Inc /Md/), Indenture (Bre Properties Inc /Md/)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees and the Guarantors agree to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company or a Guarantor, as the case may be, shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States U.S. Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants and the Guarantors covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Indenture (Cintas Corp)

Additional Amounts. (a) If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any a Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. . (b) Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumprincipal, if any, premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any) or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal of (or premium, if any) and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section. SECTION 1006. Statement as to Compliance -------------------------- The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Indenture and, if the Company is in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge. For purposes of this Section 10.41006, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Appears in 1 contract

Sources: Indenture (Clearone Communications Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, Agents an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent (and any officers, agents or employees) for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series.

Appears in 1 contract

Sources: Subordinated Debt Indenture (NBT Bancorp Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, if the Company becomes aware that it will be obligated to pay any Additional Amount the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence negligence, willful misconduct or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Indenture (Walgreens Boots Alliance, Inc.)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees Issuer and the Guarantors agree, jointly and severally, to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company Issuer or a Guarantor shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees Issuer and the Guarantors agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants Issuer and the Guarantors covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Indenture (Media General Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Indenture (Performance Food Group Co)

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, the Company Operating Partnership agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto hereto, in each case to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional AmountsAmounts by the Operating Partnership, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company Operating Partnership shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company Operating Partnership agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company Operating Partnership covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability damage, liability, cost or expense expense, including attorneys’ fees, costs and expenses, reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Operating Partnership to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Amounts owed, or with respect to the nature, extent, or calculation of the Additional Amounts owed, or with respect to the method employed in such calculation of the Additional Amounts.

Appears in 1 contract

Sources: Indenture (Washington Prime Group Inc.)

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if If the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.ARTICLE ELEVEN

Appears in 1 contract

Sources: Indenture (Snyder Oil Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company Issuer agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company Issuer shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company Issuer agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company Issuer covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section. Section 10.41005. [Intentionally Omitted]. Section 1006. [Intentionally Omitted].

Appears in 1 contract

Sources: Indenture (Reckson Services Industries Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to Partnership will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(l), the payment of the principal of or any premium or Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium or Make-Whole Amount is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall Partnership will furnish to the Trustee and the Partnership's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or Make-Whole Amount or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to Partnership will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of 65 72 such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Partnership covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Partnership's not furnishing such an Officers' Certificate.

Appears in 1 contract

Sources: Indenture (Summit Properties Partnership L P)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company and the Guarantor agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company or the Guarantor, as the case may be, shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees and the Guarantor agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company and the Guarantor covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Indenture (Cox Radio Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or 77 the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.

Appears in 1 contract

Sources: Indenture (Ace LTD)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities related Series Authorization of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or interest any other amounts on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country taxing jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.such

Appears in 1 contract

Sources: Junior Subordinated Indenture (Partnerre LTD)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts Amounts, if any, required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Delphi Financial Group Inc/De)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the any Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.

Appears in 1 contract

Sources: Indenture (Delhaize America Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4.Section. 66

Appears in 1 contract

Sources: Indenture (Winn Dixie Stores Inc)

Additional Amounts. If any Securities In addition to the Basic Rent specified above, Sublessee shall also pay to Sublessor during the Term of a series provide this Sublease, Sublessee's Proportionate Share of (i) the additional rent payable by Sublessor to the Landlord pursuant to the Lease (including, without limitation, pursuant to Article 5 of the Lease and Sublessee's Proportionate Share of Taxes and Operating Expenses) (the "Additional Rents") and (ii) the cost to Sublessor of operating the office facility at the Premises (the "Shared Services Costs"; together with the Additional Rents, the "Additional Amounts"), including the Shared Services. The additional rent payable by Sublessee to Sublessor hereunder for the payment of Additional Amounts, Rents shall be payable by Sublessee in the Company agrees same amount and manner as Sublessor has agreed to pay the Landlord, provided, that Sublessee shall make such payments to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received Sublessor on the sale or exchange earlier of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicablei) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 five days prior to the first Interest Payment Date date upon which Sublessor has agreed to make such payments to the Landlord and (ii) five days after Sublessor delivers to Sublessee a copy of the required statement. Promptly after receipt from the Landlord of any statement of, regarding or issued by the Landlord in connection with respect any Additional Rent, Sublessor shall send to such series Sublessee a copy thereof and prepare a voucher indicating the amounts payable by Sublessee pursuant to the provisions hereof. Sublessor shall, from time to time, send to Sublessee a statement of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made)Shared Services Costs in reasonable detail, and at least 10 the Sublessee shall pay each such statement promptly and in any event within 30 days prior to each date of payment receipt thereof. Payments of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series Additional Amounts shall be made to Holders prorated equitably for any period of Securities less than one month occurring at the respective commencement and expiration or termination of such series the Term of this Sublease. If Sublessor shall receive a refund or credit from the Coupons appertaining thereto who are United States Aliens without withholding for or Landlord on account of Additional Rents for any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished period for which Sublessee has made payment pursuant to this Section 10.43(c), Sublessor shall promptly pay to Sublessee (or, if Sublessor shall receive a credit against Sublessor's Base Rent under the Lease, credit against the Basic Rent next due hereunder) Sublessee's Proportionate Share of such refund (or credit) and any interest paid thereon and received by Sublessor.

Appears in 1 contract

Sources: Sublease Agreement (General Chemical Industrial Products Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability damage, liability, cost or expense expense, including attorneys’ fees, costs and expenses, reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series.

Appears in 1 contract

Sources: Indenture (Maiden Holdings North America, Ltd.)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country and payee the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 1 contract

Sources: Indenture (Pep Boys Manny Moe & Jack)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to Trust will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall Trust will furnish to the Trustee and the Trust's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to Trust will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Trust covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Trust's not furnishing such an Officers' Certificate.

Appears in 1 contract

Sources: Indenture (Washington Real Estate Investment Trust)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability damage, liability, cost or expense reasonably expense, including attorneys’ fees, costs and expenses, incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Amounts owed, or with respect to the nature, extent, or calculation of the Additional Amounts owed, or with respect to the method employed in such calculation of the Additional Amounts.

Appears in 1 contract

Sources: Indenture (W. P. Carey Inc.)

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto such Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Form of Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal premium is made), and at least 10 days prior to each date of payment of principal principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumprincipal, if any, premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Appears in 1 contract

Sources: Indenture (Medallion Financial Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company and the Guarantor agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company or the Guarantor, as the case may be, shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees and the Guarantor agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company and the Guarantor covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Indenture (Cox Radio Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 1 contract

Sources: Indenture (Colonial Realty Limited Partnership)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or of any Coupon appertaining thereto such series Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in herein or pursuant to this Indenture or the Securities of the applicable serieshereto, if the Securities of a series provide for the payment Payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such that series shall not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any, is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall will furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) of or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Subordinated Indenture (BNC Bancorp)

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any a Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal premium is made), and at least 10 days prior to each date of payment of principal principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumprincipal, if any, premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, 57 assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 1 contract

Sources: Indenture (Pse&g Capital Trust Iii)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Appears in 1 contract

Sources: Senior Indenture (Liberty Property Limited Partnership)

Additional Amounts. If any Securities of a series provide for the payment of additional amounts to any Holder who is a non-United States Person in respect of any tax, assessment or governmental charge (“Additional Amounts”), the Company agrees to will pay to the Holder of any Security of such Security or any Coupon appertaining thereto series such Additional Amounts as may be so provided in or pursuant to this Indenture or such Securitiesby Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any, on) or interest on, or in respect of, any Security of any a series or any Coupon or the net proceeds received on the sale or exchange of any a Security of any a series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, on) or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are non-United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, of that series and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.4or in the event the Trustee shall not withhold or deduct any sums as a result of the non-receipt of an Officer’s Certificate pursuant to this Section.

Appears in 1 contract

Sources: Indenture (CBS Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a any series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumpremium or interest, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, tax assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.44.4.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Quanta Capital Holdings LTD)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent 66 the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Indenture (Bay View Capital Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional AmountsAmounts by the Issuer, the Company Issuer agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Securities Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto hereto, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, Amounts by the Issuer at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal principal, premium, if any, or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company Issuer shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or CouponsSecurities, and the Company Issuer agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company Each of the Issuer covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability damage, liability, cost or expense expense, including attorneys’ fees, costs and expenses, reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Issuer to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Amounts owed, or with respect to the nature, extent, or calculation of the Additional Amounts owed, or with respect to the method employed in such calculation of the Additional Amounts.

Appears in 1 contract

Sources: Indenture (Ardent Health, Inc.)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to Trust will pay to the Holder of any such Security or any Coupon Security of such series or any coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal or of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall Trust will furnish to the Trustee and the Trust's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to Trust will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Trust covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Trust's not furnishing such an Officers' Certificate.

Appears in 1 contract

Sources: Indenture (United Dominion Realty Trust Inc)

Additional Amounts. If any Securities of a series Series provide for the payment of additional amounts to any Holder who is a non-United States Person in respect of any tax, assessment or governmental charge ("Additional Amounts"), the Company agrees to will pay to the Holder of any Security of such Security or any Coupon appertaining thereto Series such Additional Amounts as may be so provided in or pursuant to this Indenture or such Securitiesby Section 2.3. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon a Series or the net proceeds received on the sale or exchange of any a Security of any seriesa Series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series Series established hereby or pursuant hereto to Section 2.3 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 2.3, if the Securities of a series Series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been on which any change with respect to the matters set forth in the below-mentioned Officer's CertificateAdditional Amount shall be payable, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate with a compliance certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series that Series shall be made to Holders of Securities of such series or the Coupons appertaining thereto that Series who are non-United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesthat Series. If any such withholding shall be required, then such Officer's Certificate compliance certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, of that Series and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4or in the event the Trustee shall not withhold or deduct any sums as a result of the non-receipt of a compliance certificate pursuant to this Section.

Appears in 1 contract

Sources: Indenture (Office Depot Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal principal, of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.4.

Appears in 1 contract

Sources: Indenture (Ace Ina Holdings Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees and the Guarantor each agree to pay to the Holder of any such Security Securities or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriescoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturitymaturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company or the Guarantor, as the case may be, shall furnish to the Trustee and the principal Paying Agent or Paying AgentsAgent, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons coupons appertaining thereto who are United States Aliens or non-residents of The Netherlands without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 3.01 with respect to the Securities of such series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Couponscoupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. Notwithstanding the foregoing, no Additional Amounts shall be so payable for or on account of: (1) any tax, duty, assessment or other governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein; (2) any tax, duty, assessment or other governmental charge which would not have been imposed but for (A) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member, shareholder or possessor of a power over such Holder, if such Holder is an estate, trust, partnership or corporation) and The Netherlands, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen, national or resident thereof, or being or having been engaged in a trade or business or present therein or having or having had a permanent establishment therein, but not including the mere holding or ownership of a Security, or the collection of principal of and interest on, or the enforcement of, a Security, or (B) the presentation of such Security for payment more than 30 days after the date on which such payment became due or was provided for, whichever is later; (3) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge or any other tax, assessment or other governmental charge which is payable otherwise than by withholding or deduction from payments of (or in respect of) principal of or any premium or interest on the Securities; (4) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Company or the Guarantor addressed to the Holder (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, duty, assessment or other governmental charge; (5) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, duty, assessment, or other governmental charge; (6) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings income or any law implementing or complying with or introduced in order to conform to such Directive; or (7) any combination of paragraphs (1) through (6). Additional Amounts shall not be paid with respect to any payment in respect of any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the laws of The Netherlands (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Security. Each of the Company and the Guarantor jointly and severally covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.45.04. The provisions of this Section 5.04 shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature of any jurisdiction in which any successor Person to the Company is organized, or any political subdivision or taxing authority thereof or therein.

Appears in 1 contract

Sources: Indenture (Baxter International Inc)

Additional Amounts. If any the Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any a Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumprincipal, if any, premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4or in reliance on the Company’s not furnishing such an Officers’ Certificate. The Trustee shall have no duty to determine whether Additional Amounts are due or to calculate the amount or verify the Company’s calculations of the amount or Additional Amounts due.

Appears in 1 contract

Sources: Indenture (Jetblue Airways Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series agencies provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumpremium or interest, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, tax assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.44.4.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Endurance Specialty Holdings LTD)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security of any such series or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in herein or pursuant to this Indenture or the Securities of the applicable serieshereto, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such that series shall not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of or principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any, ) of or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such that series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the . The Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securitiesthis Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Subordinated Indenture (National City Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (Amounts, if applicable) , in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, against any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.41004.

Appears in 1 contract

Sources: Indenture (Apache Trust Ii)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay and, if the Guarantee appertaining thereto is called, the Guarantor will pay, to the Holder of any Security of such Security or any Coupon appertaining thereto series Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 3.1. Whenever in this Indenture there is mentioned, in any context, the payment of the principal or of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 3.1 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 3.1, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's ’s Certificate, the Company shall will furnish to the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's ’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's ’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, of that series and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them the harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part (as determined by a final, non-appealable order of a court of competent jurisdiction) arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's ’s Certificate furnished pursuant to this Section 10.4or in reliance on the Company’s not furnishing such an Officer’s Certificate.

Appears in 1 contract

Sources: Indenture (Abbott Laboratories)

Additional Amounts. If any the Securities of a series provide for the payment of Additional AmountsAmounts to the Holders of such Securities, then the Company agrees to shall pay to the each Holder of any such Security Securities or any Coupon coupon appertaining thereto the Additional Amounts as provided in or pursuant to this Indenture or such Securitiestherein. Whenever there is mentioned in this Indenture there is mentionedIndenture, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terns and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesIndenture, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the TrusteeTrustee or the Company, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, coupons and the Company agrees to shall pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Subordinated Indenture (Onb Capital Trust Vi)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the The Company agrees to will pay to the a Non-U.S. Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesthe form of Security, as set forth in Section 2.2. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium of, premium, if any, or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesSecurity, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided Unless the Company shall furnish the Trustee and the Paying Agent in or pursuant to this Indenture or Luxembourg and the Securities Paying Agent in The City of the applicable seriesNew York, New York, if other than the Securities of a series provide for Trustee, with an Officers' Certificate instructing the payment of Additional Amounts, Trustee and such Paying Agents to the contrary at least 10 days prior to the first Interest Payment March 15, 1998, or an earlier Redemption Date with respect to such series of Securities or Repurchase Date (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal principal, premium, if any, or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificateafter March 15, 1998, or such earlier Redemption Date or Repurchase Date), the Company shall furnish be deemed to have instructed the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such that payment of principal of and of, premium, if any, or interest on the Securities of such series shall be made to the Holders of Securities of such series is not subject to withholding or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such seriesdeduction. If any such withholding or deduction shall be required, then such Officer's an Officers' Certificate shall specify by country the amountamount required to be withheld or deducted with respect to such payments to such Holders of Securities and the Company will pay to the Trustee or the applicable Paying Agent the Additional Amounts, if any, required to be withheld on such payments to such Holders paid as set forth in the first sentence of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.this

Appears in 1 contract

Sources: Indenture (Orbital Sciences Corp /De/)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such or within the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above- mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 1 contract

Sources: Indenture (Friedman Billings Ramsey Group Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees Issuer and the Guarantor (if the Securities are Guaranteed Securities) agree to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company Issuer or the Guarantor, as the case may be, shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees Issuer and the Guarantor (if the Securities are Guaranteed Securities) agree to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants Issuer and the Guarantor each covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Indenture (Reckson Operating Partnership Lp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any seriesCoupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series.

Appears in 1 contract

Sources: Indenture (J.B. Hunt Transport, Inc.)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least last 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-below- mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.or

Appears in 1 contract

Sources: Indenture (Frontier Corp /Ny/)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal, premium, if any, or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal, premium, if any, and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Company's not furnishing such an Officers' Certificate.

Appears in 1 contract

Sources: Indenture (New Plan Excel Realty Trust Inc)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to Issuer will pay to the Holder of any Security of such Security series or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, ; and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall Issuer will furnish to the Trustee and the Issuer's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, any premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the any related Coupons appertaining thereto who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related Coupons and the Company agrees to Issuer will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related Coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related Coupons without withholding or deductions until otherwise advised. The Company Issuer covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4or in reliance on the Issuer's not furnishing such an Officers' Certificate.

Appears in 1 contract

Sources: Indenture (Simon Property Group Lp)

Additional Amounts. If any Securities of a series or a Board Resolution provide for the payment of Additional Amounts, the Company agrees to will pay to the Holder of any Security of such Security series or any Coupon coupon appertaining thereto such Additional Amounts as provided in or pursuant to this Indenture or such Securitiesmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest interest, if any, on, or in respect of, any Security of any a series or payment of any Coupon related coupon or the net proceeds received on the sale or exchange of any Security of any a series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established hereby or pursuant hereto to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, terms and express mention of the payment of Additional Amounts (if applicable) in any provision provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable seriesspecified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such that series of Securities (or if the Securities of such that series shall will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (or premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers' Certificate, the Company shall will furnish to the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premiumprincipal, if any, premium or interest on the Securities of such that series shall be made to Holders of Securities of such that series or the Coupons appertaining thereto any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such the series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or Coupons, related coupons and the Company agrees to will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled to (i) assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any) or interest, if any, on any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal of (and premium, if any) and interest, if any, on the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence negligence, willful misconduct or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers' Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Indenture (Schering Plough Corp)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon Securities appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officer's Officers’ Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or CouponsHolders, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers’ Certificate furnished pursuant to this Section. Nothing in this Section 10.41004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series.

Appears in 1 contract

Sources: Indenture (GFI Group Inc.)

Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Officers" Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Officers" Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding shall be required, then such Officer's Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Officers" Certificate furnished pursuant to this Section 10.4Section.

Appears in 1 contract

Sources: Indenture (CNF Transportation Inc)