Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 12 contracts
Samples: Indenture (Alkermes Inc), Indenture (Ibasis Inc), Indenture (Ibasis Inc)
Discharge of Indenture. When This Supplemental Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Supplemental Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 hereof and delivered(ii) Notes for whose payment monies have theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date, or are by their terms to become due and payable within one year otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust, funds trust cash in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such date of maturity the Maturity Date or redemption dateRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Supplemental Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect Issuer; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Supplemental Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Supplemental Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Sections 2.06, 2.07, 2.08, and 5.01 hereof and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 8 contracts
Samples: Satisfaction and Discharge of Indenture (Healthcare Realty Holdings, L.P.), Satisfaction and Discharge of Indenture (Healthcare Realty Holdings, L.P.), Healthcare Trust of America Holdings, LP
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity on the Maturity Date or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof, which shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06, 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 8 contracts
Samples: Indenture (Firstar Capital Trust I), Indenture (Hubco Inc), Indenture (Hubco Inc)
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 hereof and delivered(ii) Notes for whose payment monies have theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date, or are by their terms to become due and payable within one year otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust, funds trust cash in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such date of maturity the Maturity Date or redemption dateRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect Issuer; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Section 2.06, Section 2.07, Section 2.08, Section 5.01 hereof and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 7 contracts
Samples: Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP)
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 hereof and delivered(ii) Notes for whose payment monies have theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the applicable maturity date, or are by their terms to become due and payable within one year otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust, funds trust cash in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such the applicable maturity date of maturity or redemption dateRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect Issuer; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Sections 2.06, 2.07, 2.08, and 5.01 hereof and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 6 contracts
Samples: Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Realty Holdings, L.P.), Healthcare Realty Holdings, L.P.
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 16.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 6 contracts
Samples: Indenture (Imclone Systems Inc/De), Please Insert Social Security (Brocade Communications Systems Inc), Indenture (Lattice Semiconductor Corp)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (except as to (i) remaining any surviving rights of registration of transfer, substitution transfer or exchange of Notes herein expressly provided for and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, except as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunderfurther provided below), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of and discharging this Indenture; , when (a) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and (ii) Notes for whose payment monies have theretofore been deposited in trust and thereafter repaid to the Company, however, hereby agreeing Issuer as provided in Section 11.04) have been delivered to reimburse the Trustee for any costs cancellation; or expenses thereafter reasonably and properly incurred by the Trustee and (2) all such Notes not theretofore delivered to compensate the Trustee for any services thereafter reasonably cancellation (i) have become due and properly rendered payable, whether at the Maturity Date, or otherwise, (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption on a Redemption Date within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in connection the name, and at the expense, of the Issuer, and the Issuer, in the case of clause (2) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust cash in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Maturity Date or Redemption Date, as the case may be; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture or have been complied with. Notwithstanding the Notessatisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 shall survive and, if monies shall have been deposited with the Trustee pursuant to sub clause (2) of clause (a) of this Section, the provisions of Sections 2.06, 2.07, 2.08, 2.09, 4.02, 4.03, 4.04, 4.07, 5.01, 5.03, 7.05, this Article 11, and, if the Notes will be paid on a Redemption Date, Article 3, shall survive and remain in full force and effect.
Appears in 6 contracts
Samples: Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.07) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity on the Maturity Date or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.07) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premiuminterest (including Compounded Interest and Additional Sums, if any, and interest ) due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest (including Compounded Interest and Additional Sums, if any) on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof, which shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06, 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 5 contracts
Samples: Indenture (Independent Capital Trust I), Indenture (Independent Capital Trust Ii), Indenture (East West Bancorp Capital Trust I)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Liquidated Damages, if any) due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Officer's Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 4 contracts
Samples: Indenture (Electroglas Inc), Indenture (General Electric Co), Indenture (Electroglas Inc)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity on the Maturity Date or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 4 contracts
Samples: Indenture (First Usa Inc), Indenture (Bank of Boston Corp), Bankboston Capital Trust Iii
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 and delivered(ii) Notes for whose payment money has theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date or are by their terms to become due and payable within one year otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee (or such other entity designated by the Trustee for this purpose in accordance with the terms of this Indenture) or a Paying Agent, as applicable, as trust funds in trust, funds trust cash in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such date of maturity the Maturity Date or redemption dateRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease Issuer; (c) the Issuer has delivered irrevocable instructions to be the Trustee to apply the deposited money towards payment of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and at the other rights, duties and obligations of NoteholdersMaturity Date or on the Redemption Date, as beneficiaries hereof with respect the case may be; and (d) the Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 shall survive and, if money shall have been deposited with the Trustee pursuant to sub-clause (2) of clause (a) of the first paragraph of this Section, the provisions of Sections 2.06, 2.07, 2.08 and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 4 contracts
Samples: Indenture (Digital Realty Trust, L.P.), Digital Realty Trust, L.P., Digital Realty Trust, L.P.
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.07) and not theretofore canceled, or (b) all the Notes Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity on the Maturity Date or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.07) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any) due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.06, 2.07, 6.10, 11.04 [and exchange Article XIII] hereof, which shall survive until such Securities shall mature and conversion of Notesbe paid [or are converted]. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 4 contracts
Samples: Indenture (Spinnaker Exploration Co), Indenture (Continental Airlines Finance Trust Iii), Dynegy Capital Trust Iii
Discharge of Indenture. When (a) the Company shall deliver Issuer delivers to the Trustee for cancellation all Notes theretofore authenticated (other than any other Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, and the Issuer deposits with the Trustee in trust or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory delivers to the Trustee for Holders amounts in U.S. Legal Tender or U.S. Government Obligations, or, where required, ADSs or any combination thereof sufficient (calculated as set forth under the giving terms of notice of redemption, and the Company shall deposit this Indenture with the Trustee, in trust, funds sufficient respect to such payment) to pay at maturity maturity, on any Tax Redemption Date, Change of Control Purchase Date, upon conversion or upon redemption of otherwise all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premiumInterest, if any, and interest due or to become due to such date of maturity or redemption date, as the case may beand to satisfy any related obligation to deliver ADS, and if in either case the Company shall Issuer also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution substitution, replacement and exchange and conversion of Notes, (ii) rights hereunder of Noteholders Holders to receive payments of principal of and premiumInterest, if any, on the Notes, (iii) the obligations under Section 2.03 and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries Section 8.05 hereof with respect to the amounts, if any, so deposited with the Trustee and (iiiiv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company Issuer accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel as required by Section 17.5 10.03 and at the Issuer’s cost and expense of the Companyexpense, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Companyprovided, however, the Issuer hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 4 contracts
Samples: Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv)
Discharge of Indenture. When If at any time (a) the Company shall deliver have delivered to the Trustee for cancellation all Notes of any series theretofore authenticated (other than any Notes of such series appertaining thereto which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceled, or (b) all the such Notes of such series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee, Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in trust, funds accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Notes of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) such series not theretofore canceled or delivered to the Trustee for cancellation, including principal (and premium, if any) and interest, and interest if any, due or to become due to such date of maturity or redemption datedate fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany with respect to such series, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities Notes of the Trustee hereunder)such series, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the CompanyCompany and subject to Section 1.02, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; Indenture with respect to the Company, however, hereby agreeing Notes of such series. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesNotes of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Notes of any series or of all series, the obligations of the Company to the Trustee under Section 7.06 shall survive. The Company will deliver to the Trustee an Officers' Certificate and an Opinion of Counsel which together shall state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 4 contracts
Samples: Indenture (Bank of America Corp /De/), Indenture (Bank of America Corp /De/), Indenture (Bank of America Corp /De/)
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 and delivered(ii) Notes for whose payment money has theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date or are by their terms to become due and payable within one year otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee (or such other entity designated by the Trustee for this purpose) in accordance with the terms of this Indenture) or a Paying Agent, as applicable), as trust funds in trust, funds trust cash in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such date of maturity the Maturity Date or redemption dateRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease Issuer; (c) the Issuer has delivered irrevocable instructions to be the Trustee to apply the deposited money towards payment of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and at the other rights, duties and obligations of NoteholdersMaturity Date or on the Redemption Date, as beneficiaries hereof with respect the case may be; and (d) the Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 shall survive and, if money shall have been deposited with the Trustee pursuant to sub-clause (2) of clause (a) of the first paragraph of this Section, the provisions of Sections 2.06, 2.07, 2.08 and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 4 contracts
Samples: Paying Agent (Digital Realty Trust, L.P.), Paying Agent (Digital Realty Trust, L.P.), Digital Realty Trust, L.P.
Discharge of Indenture. When (a) the Company and the Guarantor shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company or the Guarantor shall deposit with the Trustee, in trust, funds sufficient to pay at maturity the Stated Maturity or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity Stated Maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Securities (1) theretofore repaid to the Company or the Guarantor in accordance with the provisions of Section 11.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany or the Guarantor, then this Indenture shall cease to be of further effect (effect, except as to (i) remaining rights that the provisions of registration of transferSections 2.05, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company and the Guarantor accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the CompanyCompany and the Guarantor, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the CompanyCompany and the Guarantor, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 4 contracts
Samples: Indenture (Countrywide Financial Corp), Indenture (Countrywide Home Loans Inc), Countrywide Home Loans Inc
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year three years or are to be called for redemption within one year three years under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest Interest due or to become due to such date of maturity or redemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, and in the case of either clause (a) or (b), no Default or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument or agreement to which the Company is a party or by which it is bound, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, Interest on the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 15.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes. The Trustee shall hold in trust money deposited with it pursuant to this Article. It shall apply the deposited money through the Paying Agent and in accordance with this Indenture to the payment of principal of and Interest on the Notes.
Appears in 4 contracts
Samples: Satisfaction and Discharge of Indenture (China Security & Surveillance Technology, Inc.), American Dairy Inc, China Security & Surveillance Technology, Inc.
Discharge of Indenture. When (a) the Company shall deliver Issuer delivers to the Trustee for cancellation all Notes theretofore authenticated (other than any other Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit Issuer deposits with the Trustee, in trust, funds amounts sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest interest, Additional Interest and Additional Amounts, if any, due or to become due to such date of maturity or redemption dateRedemption Date, as the case may be, and if in either case the Company shall Issuer also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the CompanyIssuer and delivers to the Trustee an Officer’s Certificate and Opinion of Counsel each stating that all conditions precedent herein provided related to the satisfaction and discharge of this Indenture have been complied with, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution substitution, replacement and exchange and conversion of Notes, (ii) rights hereunder of Noteholders holders of Notes to receive payments of principal of and premium, if any, and interest oninterest, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amountsAdditional Interest, if any, so deposited with on, the Trustee Notes, (iii) the obligations under Section 2.03 hereof and (iiiiv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, Trustee shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the CompanyIssuer, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 4 contracts
Samples: Indenture (Nortel Networks Corp), Indenture (Nortel Networks LTD), Indenture (Nortel Networks Corp)
Discharge of Indenture. When (a) the Company Issuer shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee Trustees for the giving of notice of redemption, and the Company Issuer shall deposit with the TrusteeTrustees, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustees, and if in either case the Company Issuer shall also pay or cause to be paid all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee Trustees and (iii) the rights, obligations and immunities of the Trustee Trustees hereunder), and the TrusteeTrustees, on written demand of the Company Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 15.05 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the CompanyIssuer, however, hereby agreeing agrees to reimburse the Trustee Trustees for any costs or expenses thereafter reasonably and properly incurred by the Trustee Trustees and to compensate the Trustee Trustees for any services thereafter reasonably and properly rendered by the Trustee Trustees in connection with this Indenture or the Notes.
Appears in 3 contracts
Samples: Tower Semiconductor LTD, Tower Semiconductor LTD, Tower Semiconductor LTD
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds cash or shares of Common Stock (in the case of any conversion) sufficient to pay at maturity on the Maturity Date, upon any Fundamental Change Date or upon redemption of all of the Notes any conversion (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become shares of Common Stock (in the case of any conversion) due to such date of maturity Maturity Date, Fundamental Change Purchase Date or redemption dateupon conversion, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or deliver or cause to be paid or delivered all other sums payable or deliverable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders Holders to receive payments of principal of and premium, if any, and interest or (in the case of any conversion) shares of Common Stock on, the Notes and the other rights, duties and obligations of NoteholdersHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 1.02 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 3 contracts
Samples: Exchange and Purchase Agreement (Gevo, Inc.), Registration Rights Agreement (Gevo, Inc.), Indenture (Gevo, Inc.)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (except as to (i) remaining any surviving rights of registration of transfer, substitution transfer or exchange of Notes herein expressly provided for and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, except as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunderfurther provided below), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of and discharging this Indenture; , when (a) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 11.04 and (ii) Notes for whose payment monies have theretofore been deposited in trust and thereafter repaid to the Company, however, hereby agreeing Issuer as provided in Section 11.04) have been delivered to reimburse the Trustee for any costs cancellation; or expenses thereafter reasonably and properly incurred by the Trustee and (2) all such Notes not theretofore delivered to compensate the Trustee for any services thereafter reasonably cancellation (i) have become due and properly rendered payable, whether at the Maturity Date, or otherwise, (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption on a Redemption Date within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in connection the name, and at the expense, of the Issuer, and the Issuer, in the case of clause (2) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust cash in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Maturity Date or Redemption Date, as the case may be; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture or have been complied with. Notwithstanding the Notessatisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the provisions of Sections 2.06, 2.07, 2.08, 2.09, 4.02, 4.03, 4.04, 4.07, 5.01, 5.03, 7.05 this Article 11, and, if the Notes will be paid on a Redemption Date, Article 3, shall survive and remain in full force and effect.
Appears in 3 contracts
Samples: Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption or prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption or prepayment, and the Company shall deposit with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay at maturity or upon redemption of or prepayment all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and accrued interest due or to become due to such date of maturity or redemption or prepayment date, as the case may be, accompanied by a verification report, in the case of a deposit of U.S. Government Obligations, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premiuminterest, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 16.08 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 3 contracts
Samples: Indenture (IMH Financial Corp), IMH Financial Corp, IMH Financial Corp
Discharge of Indenture. When (a) the Company and the Guarantor shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company or the Guarantor shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Securities (1) theretofore repaid to the Company or the Guarantor in accordance with the provisions of Section 11.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany or the Guarantor, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.05, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company and the Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the CompanyCompany and the Guarantor, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the CompanyCompany and the Guarantor, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 3 contracts
Samples: Indenture (Countrywide Financial Corp), Indenture (Countrywide Capital Ii), Indenture (Countrywide Capital Ii)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceled, cancelled or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, immediately available funds sufficient to pay at maturity or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and of, premium, if any, and interest (including Compound Interest and Additional Tax Sums, if any) due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (effect, except as to (i) remaining rights that the provisions of registration of transferSections 2.05, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 3 contracts
Samples: Indenture (James River Group, INC), Indenture (Proassurance Corp), Indenture (Proassurance Corp)
Discharge of Indenture. When The Issuers and the Guarantors may terminate their obligations under this Indenture, except the obligations referred to in the last paragraph of this Section 9.1 when (a1) the Company shall deliver either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceledcancellation, or (bB) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, or are by their terms to (ii) will become due and payable within one year 60 days or are to be called for redemption within one year 60 days (a "Discharge") under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuers, and the Company shall deposit Issuers have irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, funds an amount sufficient to pay at maturity or upon redemption of all of and discharge the Notes (other than any Notes which shall have been mutilatedentire indebtedness on the Notes, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and for principal, premium, if any, Redemption Price of, and accrued interest due on, the Notes to the Stated Maturity or to become due to such date of maturity redemption; (2) the Issuers have paid or redemption date, as the case may be, and if in either case the Company shall also pay or cause caused to be paid all other sums then due and payable hereunder by the Company, then this Indenture shall cease to be of further effect Issuers; and (except as to (i3) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Issuers have delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent under this Indenture relating to the Discharge of this Indenture have been complied with. After such delivery the Trustee upon request shall acknowledge in writing the satisfaction and at the cost and expense discharge of the CompanyIssuers' and the Guarantors' obligations under the Notes, shall execute proper instruments acknowledging the Guarantees and this Indenture except for those surviving obligations specified below. Notwithstanding the satisfaction and discharge of and discharging this Indenture; , the Companyobligations of the Issuers in Sections 2.3, however2.4, hereby agreeing to reimburse 2.5, 2.6, 2.7, 2.8, 4.19, 9.5, 9.6 and 9.8, the rights, powers, duties and immunities of the Trustee for any costs hereunder (including claims of, or expenses thereafter reasonably and properly incurred by payments to, the Trustee under or pursuant to Section 7.7 hereof), the provisions of Article III and to compensate the Trustee for any services thereafter reasonably Trustee's and properly rendered by Paying Agent's obligations in Section 9.8 shall survive until the Trustee Notes are no longer outstanding. Upon such satisfaction and discharge, only the obligations of the Issuers in connection with this Indenture or the NotesSections 2.7, 7.7, 9.5, 9.6 and 9.8 hereof shall survive such satisfaction and discharge.
Appears in 3 contracts
Samples: Indenture (Petro Stopping Centers Holdings Lp), Indenture (Petro Financial Corp), Indenture (Petro Stopping Centers L P)
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of exchange, registration of transfer or exchange of Securities herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes Securities theretofore authenticated and delivered (other than any Notes (i) Securities which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 2.09 and delivered(ii) Securities for whose payment monies have theretofore been deposited in trust and thereafter repaid to the Issuer as provided in Section 9.04) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Final Maturity Date, the Redemption Date, the Change in Control Purchase Date or are by their terms to become due and payable within one year the Repurchase Date or upon exchange or otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer or a Guarantor, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee a Paying Agent or the Exchange Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust, funds trust cash and/or shares of Common Stock (as applicable under the terms of the Indenture) in an amount sufficient to pay at maturity or upon redemption of all of and discharge the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) entire indebtedness on such Securities not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Securities which have become due and interest due payable) or to become due to such the Final Maturity Date, the Redemption Date, or Repurchase Date, as the case may be; provided that there shall not exist, on the date of maturity such deposit, an Event of Default; provided, further, that such deposit shall not result in a breach or redemption dateviolation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer or any Guarantor is a party or to which the Issuer or any Guarantor, as the case may be, and if in either case is bound; (b) the Company shall also pay Issuer or cause any Guarantor has paid or caused to be paid all other sums payable hereunder by the CompanyIssuer or the Guarantors, then as the case may be; and (c) the Issuer has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 8.07 shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premiumsurvive and, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the provisions of Sections 2.05, 2.08, 2.09, 3.05, 3.06, 5.01, 5.02 and (iii) this Article 9 shall survive until the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Securities have been paid in connection with this Indenture or the Notesfull.
Appears in 3 contracts
Samples: Indenture (Northstar Realty), Indenture (Northstar Realty Finance Corp.), Indenture (Northstar Realty Finance Corp.)
Discharge of Indenture. When (a) the Company shall deliver delivers to the Trustee for cancellation all Convertible Notes theretofore authenticated (other than any Convertible Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Convertible Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Convertible Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable within one year year, or are to be called for redemption within one year under arrangements satisfactory delivered to the Trustee for the giving of notice of redemptionconversion in accordance with this Indenture, and the Company shall deposit deposits with the Trustee, in trust, funds amounts sufficient to pay at maturity or upon redemption of all of the Convertible Notes (other than any Convertible Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Convertible Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest and premium, if any, and interest due or to become due to such date of maturity or redemption datematurity, as the case may be, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution substitution, replacement and exchange and conversion of Convertible Notes, (ii) rights hereunder of Noteholders holders of Convertible Notes to receive payments of principal of and interest and premium, if any, and interest on, the Notes Convertible Notes, (iii) the obligations under Sections 2.03 and the other rights, duties and obligations of Noteholders, as beneficiaries 8.05 hereof with respect to the amounts, if any, so deposited with the Trustee and (iiiiv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 10.04 and at the Company’s cost and expense of the Companyexpense, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Convertible Notes.
Appears in 3 contracts
Samples: Indenture (LTX-Credence Corp), Indenture (LTX-Credence Corp), LTX-Credence Corp
Discharge of Indenture. When If at any time (ai) the Company Corporation shall deliver have delivered to the Trustee for cancellation all Notes Securities of any series theretofore authenticated (other than any Notes which Securities of such series and Coupons pertaining thereto that shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes that shall have been authenticated replaced or paid as provided in Section 2.07) or (ii) all Securities of any series and delivered) and any Coupons appertaining to such Securities not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company Corporation shall deposit or cause to be deposited with the Trustee, Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Corporation in trust, funds accordance with Sections 12.04 and 12.05) sufficient to pay at maturity or upon redemption all Securities of such series and all of Coupons appertaining to such Securities not theretofore delivered to the Notes Trustee for cancellation (other than any Notes which Securities of such series and Coupons pertaining thereto that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes that shall have been authenticated and delivered) not theretofore canceled replaced or delivered to the Trustee for cancellationpaid as provided in Section 2.07), including principal (and premium, if any), interest, if any, and interest Additional Amounts, if any, due or to become due to such date of maturity or redemption datedate fixed for redemption, as the case may be, and if in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation with respect to such series, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities Securities of the Trustee hereunder)such series or any Coupons appertaining to such Securities, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the CompanyCorporation and subject to Section 14.04, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; Indenture with respect to the Company, however, hereby agreeing Securities of such series and all Coupons appertaining to such Securities. The Corporation agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities of such series or any Coupons appertaining to such Securities.
Appears in 3 contracts
Samples: Indenture (Visteon Corp), Indenture (Visteon Corp), Visteon Corp
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds cash or shares of Common Stock (in the case of any conversion) sufficient to pay at maturity on the Maturity Date, upon any Fundamental Change Date or upon redemption of all of the Notes any conversion (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premiuminterest or shares of Common Stock and Early Conversion Payment, if any, and interest due or to become applicable (in the case of any conversion) due to such date of maturity Maturity Date, Fundamental Change Purchase Date or redemption dateupon conversion, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or deliver or cause to be paid or delivered all other sums payable or deliverable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders Holders to receive payments of principal of and premiuminterest or (in the case of any conversion) shares of Common Stock and Early Conversion Payment, if anyapplicable, and interest on, the Notes and the other rights, duties and obligations of NoteholdersHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 1.02 and at the cost and expense of the Company, shall execute proper such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes. The obligation of the Company under Section 10.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.
Appears in 3 contracts
Samples: Indenture (Digital Turbine Usa, Inc.), Indenture (Digital Turbine, Inc.), Indenture (Digital Turbine, Inc.)
Discharge of Indenture. When (a) the Company Corporation shall deliver to the Trustee for cancellation all Notes of a series theretofore authenticated (other than any Notes of such series which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.09) and not theretofore canceled, or (b) all the Notes of a series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionyear, and the Company Corporation shall deposit or cause to be deposited with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of on the Maturity Date all of the Notes of such series (other than any Notes of such series which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.09) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to the Maturity Date, but excluding, however, the amount of any moneys for the payment of principal of or interest on the Notes of such date series (i) theretofore repaid to the Corporation in accordance with the provisions of maturity Section 12.04, or redemption date, as (ii) paid to any State or to the case may beDistrict of Columbia pursuant to its unclaimed property or similar laws, and if if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to such series except for the amountsprovisions of Sections 2.02, if any2.07, so deposited with the Trustee 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and (iii) the rights12.04 hereof, obligations which shall survive until such Notes shall mature and immunities of the Trustee hereunder)be paid. Thereafter, Sections 6.06, 6.10 and 12.04 shall survive, and the Trustee, on demand of the Company Corporation accompanied by an any Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the CompanyCorporation, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 3 contracts
Samples: Indenture (Flushing Financial Corp), Indenture (Flushing Financial Corp), Indenture (State Bancorp Inc)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Debt Securities theretofore authenticated (other than any Notes Debt Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.06) and not theretofore canceled, or (b) all the Notes Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption of all of the Notes Debt Securities (other than any Notes Debt Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 12.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either case clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except for the provisions of Sections 2.05, 2.06, 3.01, 3.02, 3.04, 6.06, 6.09 and 12.04 hereof, which shall survive until such Debt Securities shall mature or are redeemed, as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if anythe case may be, and interest onare paid in full. Thereafter, the Notes Sections 6.06, 6.09 and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)12.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesDebt Securities.
Appears in 3 contracts
Samples: Indenture (Tib Financial Corp.), Indenture (QCR Holdings Inc), Indenture (Service 1st Bancorp)
Discharge of Indenture. When (a) the Company Corporation shall deliver to the Debenture Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption prepayment within one year under arrangements satisfactory to the Debenture Trustee for the giving of notice of redemptionprepayment, and the Company Corporation shall deposit with the Debenture Trustee, in trust, funds sufficient to pay at maturity on the Maturity Date or upon redemption of prepayment all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Debenture Trustee for cancellation, including principal (and premium, if any, ) and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of (or premium, if any) or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Securities (1) theretofore repaid to the Corporation in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof, which shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06, 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Debenture Trustee, on demand of the Company Corporation accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the CompanyCorporation, however, hereby agreeing agrees to reimburse the Debenture Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Debenture Trustee in connection with this Indenture or the NotesSecurities.
Appears in 3 contracts
Samples: Indenture (Reliance Capital Trust I), Indenture (Banknorth Capital Trust I), Indenture (Telebanc Capital Trust I)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds cash or, if expressly permitted by the terms of the Notes or the Indenture, Common Stock, in each case sufficient to pay at maturity or upon redemption of all of the amounts due and owing on Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption dateaccompanied by a verification report, as to the case may besufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, Interest on the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 19.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes. The Trustee shall hold in trust money or Common Stock deposited with it pursuant to this Article 13. It shall apply the deposited money and Common Stock through the Paying Agent and in accordance with this Indenture to the payment of principal of and Interest on the Notes. Money and Common Stock so held in trust are not subject to Article 16 or 18.
Appears in 3 contracts
Samples: Registration Rights Agreement (Alliant Techsystems Inc), Registration Rights Agreement (Alliant Techsystems Inc), Registration Rights Agreement (Alliant Techsystems Inc)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities of any series theretofore authenticated (other than any Notes Securities of such series which shall have been destroyed, lost or stolen and or in lieu of or in substitution for which other Notes Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes Securities of any series not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds (other than funds repaid by the Trustee to the Company in accordance with Section 13.04) sufficient to pay at maturity or upon redemption of all of the Notes Securities of such series (other than any Notes Securities of such series which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Securities shall have been authenticated and delivereddelivered or which shall have been paid) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest interest, if any, due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities Securities of the Trustee hereunder)such series, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 16.07 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; Indenture with respect to Securities of such series, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 3 contracts
Samples: Indenture (Lyondell Petrochemical Co), Indenture (Equistar Funding Corp), Equistar Funding Corp
Discharge of Indenture. When (a) the Company shall deliver to the Debt Trustee for cancellation all Notes Debt Securities of any series theretofore authenticated (other than any Notes Debt Securities of such series which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) and not theretofore canceledcancelled, or (b) all the Notes Debt Securities of any series outstanding hereunder not theretofore canceled cancelled or delivered to the Debt Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption prepayment within one year under arrangements satisfactory to the Debt Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit with the Debt Trustee, in trust, funds an amount in cash or U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof sufficient to pay at maturity on the Maturity Date or upon redemption of prepayment all of the Notes Debt Securities of such series (other than any Notes such Debt Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Debt Trustee for cancellation, including principal and principal, premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, premium, if any, or interest on the Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.05, substitution 2.07, 2.08, 3.01, 3.02, 3.05, 6.06, 6.10 and exchange 11.04 hereof, which shall survive until such Debt Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06, 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Debt Trustee, on demand of the Company accompanied by an Officers' any Officer's Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Debt Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Debt Trustee in connection with this Indenture or the NotesDebt Securities.
Appears in 3 contracts
Samples: Satisfaction and Discharge (Suntrust Capital Iv), Indenture (Suntrust Banks Inc), Satisfaction And (Suntrust Capital Ii)
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 and delivered(ii) Notes for whose payment money has theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date or are by their terms to become due and payable within one year otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee (or such other entity designated by the Trustee for this purpose) in accordance with the terms of this Indenture) or a Paying Agent, as applicable), as trust funds in trust, funds trust cash in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such date of maturity the Maturity Date or redemption dateRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect Issuer; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of the first paragraph of this Section, the provisions of Sections 2.06, 2.07, 2.08 and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 3 contracts
Samples: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, Inc.), Paying Agent (Digital Realty Trust, L.P.)
Discharge of Indenture. When (a) If the Company or the Guarantor shall deliver pay and discharge or cause to be paid or discharged the Trustee for cancellation entire indebtedness on all Notes theretofore authenticated Outstanding Securities by paying or causing to be paid the principal of (other than any Notes which have been destroyedincluding redemption premium, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredif any) and not theretofore canceledinterest on the Outstanding Securities, or (b) all as and when the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to same become due and payable within one year or are by delivering to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trustfor cancellation by it, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may beOutstanding Securities, and if in either case the Company or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany or the Guarantor, then this Indenture shall cease to be thereupon, upon written request of further effect (except as to (i) remaining rights the Company or the Guarantor, and upon receipt by the Trustee of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premiumsuch certificates, if any, and interest onas the Trustee shall reasonably require, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with effect that all conditions precedent to the Trustee satisfaction and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense discharge of the Company's or the Guarantor's, as the case may be, obligations under this Indenture have been complied with, this Indenture shall be discharged and terminated and the Trustee shall forthwith execute proper instruments acknowledging satisfaction of and discharging and terminating this Indenture; Indenture with respect to the Company, however, hereby agreeing 's and the Guarantor's obligations hereunder and any such other interests. The Company or the Guarantor may at any time surrender to reimburse the Trustee for cancellation by it any costs or expenses thereafter reasonably Securities previously authenticated and properly incurred by delivered which the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture Company or the NotesGuarantor may have acquired in any manner whatsoever, and such Securities, upon such surrender and cancellation, shall be deemed to be paid and retired.
Appears in 3 contracts
Samples: Indenture (Chevron Canada Capital Co), Chevrontexaco Corp, Chevron Canada Capital Co
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 and delivered(ii) Notes for whose payment money has theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date or are by their terms to become due and payable within one year otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee (or such other entity designated by the Trustee for this purpose) in accordance with the terms of this Indenture) or a Paying Agent, as applicable), as trust funds in trust, funds trust cash in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such date of maturity the Maturity Date or redemption dateRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect Issuer; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 shall survive and, if money shall have been deposited with the Trustee pursuant to sub-clause (2) of clause (a) of the first paragraph of this Section, the provisions of Sections 2.06, 2.07, 2.08 and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 2 contracts
Samples: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.7) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of prepayment all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.7) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any, ) and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or interest on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.4, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferthis Section 11.1 and Sections 2.3, substitution 2.6, 2.7, 3.1, 3.2, 3.4, 6.6, 6.10 and exchange 11.4 hereof, which shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of this Section 11.1 and premiumSections 6.6, if any, 6.10 and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.4 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 2 contracts
Samples: Indenture (Sterling Bancshares Inc), Sterling Bancshares Capital Trust Ii
Discharge of Indenture. When (a) the Company shall deliver delivers to the Trustee for cancellation all Notes theretofore authenticated (other than any other Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, payable or are by their terms to will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionyear, and the Company shall deposit deposits with the Trustee, in trust, funds amounts sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest interest, if any, due or to become due to such date of maturity or redemption date, as the case may bematurity, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution substitution, replacement and exchange and conversion of Notes, (ii) rights hereunder of Noteholders holders of Notes to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amountsinterest, if any, so deposited with on the Trustee Notes, (iii) the obligations under Sections 2.03 and 8.05 hereof and (iiiiv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 10.04 and at the Company's cost and expense of the Companyexpense, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Samples: Indenture (Amkor Technology Inc), Amkor International Holdings, LLC
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Debentures theretofore authenticated (other than any Notes which Debentures that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes Debentures (other than any Notes which Debentures that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest Interest due or to become due to such date of maturity or redemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of NotesDebentures, (ii) rights hereunder of Noteholders Debentureholders to receive payments of principal of and premium, if any, and interest Interest on, the Notes Debentures and the other rights, duties and obligations of NoteholdersDebentureholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 9.02 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesDebentures.
Appears in 2 contracts
Samples: Indenture (Commscope Inc), Indenture (Commscope Inc)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceledcancelled, or (b) all the Notes not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder, including, without limitation, the Trustee's right to compensation and indemnity under Section 7.7 hereof), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 16.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Samples: Indenture (Dura Pharmaceuticals Inc/Ca), Dura Pharmaceuticals Inc/Ca
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of exchange, registration of transfer or exchange of Debentures herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes Debentures theretofore authenticated and delivered (other than any Notes (i) Debentures which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 and delivered(ii) Debentures for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer as provided in Section 11.04) have been delivered to the Trustee for cancellation; or (2) all such Debentures not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date, Repurchase Date or are by their terms to become due and payable within one year Designated Event Repurchase Date or upon exchange or otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee a Paying Agent or the Exchange Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust, funds trust cash and/or shares of Common Stock (as applicable under the terms of the Indenture) in an amount sufficient to pay at maturity or upon redemption of all of and discharge the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) entire indebtedness on such Debentures not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Debentures which have become due and interest due payable) or to become due to such date of maturity the Maturity Date, Redemption Date, Repurchase Date or redemption dateDesignated Event Repurchase Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect Issuer; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the provisions of Sections 2.05, 2.06, 2.07, 3.05, 3.06, 5.01, Article 13 and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Debentures have been paid in connection with this Indenture or the Notesfull.
Appears in 2 contracts
Samples: Indenture (Digital Realty Trust, Inc.), Indenture (Digital Realty Trust, Inc.)
Discharge of Indenture. When If (a) the Company there shall deliver have been delivered to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes Securities shall have been authenticated and delivered) and not theretofore canceled), or (bb)(1) all the Notes such Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable at their stated maturity within one year year, or are to be have been called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit have irrevocably deposited with the TrusteePaying Agent, in trust, funds (except funds paid to the Company pursuant to Section 13.04) sufficient to pay at maturity or upon redemption of all of the Notes such Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal (and premium, if any) and interest, and interest such deposit shall be upon terms making such funds payable forthwith upon due presentation, whether before or to become due to after such date of maturity or redemption dateof such Securities, as (2) the case may beCompany shall have delivered to the Trustee an Opinion of Counsel to the effect that such trust funds will not be subject to any rights of holders of Senior Indebtedness, including without limitation, those arising under Article Four hereof, and (3) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with, and if in either any such case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then (except as provided below) this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)effect, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 15.04 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; provided however, that the Company's obligations under Sections 2.03, however2.04, hereby agreeing to reimburse 2.05, 2.06, 2.07, 2.08, 6.01, 6.02, 6.03, 8.07, 8.08, 13.04, 13.05 and Article Five shall survive until the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities are no longer outstanding.
Appears in 2 contracts
Samples: Trans Lux Corp, Acclaim Entertainment Inc
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 hereof and delivered(ii) Notes for whose payment monies have theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date, or are by their terms to become due and payable within one year otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust, funds trust cash in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such date of maturity the Maturity Date or redemption dateRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect Issuer; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Sections 2.06, 2.07, 2.08, and 5.01 hereof and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 2 contracts
Samples: Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee Note Registrar for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee Notes Registrar for cancellation shall have become due and payable, whether on the Maturity Date or are by their terms to become due and payable within one year on any earlier Designated Event Purchase Date or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionotherwise, and the Company shall deposit with the Trustee, in trust, funds cash or cash and shares of Common Stock, if applicable, sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, accrued and unpaid interest due or to become due to such date of maturity or redemption date, as the case may bethereon, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights the right of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders holders to receive payments of principal of and premium, if anyaccrued and unpaid interest, and interest any unpaid Put Value Obligation on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and Trustee, (iiiii) the rights, obligations and immunities of the Trustee hereunder)hereunder and (iii) the obligations of the Company under Section 6.06, and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 15.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Samples: Forest City Enterprises Inc, Forest City Enterprises Inc
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceled, cancelled or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, immediately available funds sufficient to pay at maturity or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and of, premium, if any, and interest (including Compound Interest and Additional Tax Sums, if any) due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if, in either case case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (effect, except as to (i) remaining rights that the provisions of registration of transferSections 2.05, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 2 contracts
Samples: Indenture (First Mercury Financial Corp), Indenture (First Mercury Financial Corp)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities of any series and any related coupons theretofore authenticated (other than any Notes which Securities of such series and any related coupons that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Securities or coupons shall have been authenticated and delivered) and not theretofore canceledcancelled, or (b) all the Notes Securities of any series and any related coupons not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds (which thereupon shall become immediately due and payable to the holders of Securities or coupons) sufficient to pay upon Stated Maturity, redemption or repayment at maturity or upon redemption the option of a holder all the Securities of the Notes such series and related coupons (other than any Notes which Securities of such series and related coupons that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall that have been authenticated and deliveredreplaced or paid as provided in Section 2.06) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, any premium and interest due or to become due prior to such Stated Maturity, Redemption Date or date of maturity or redemption daterepayment, as the case may be, and if in either case but excluding, however, the Company shall also pay or cause to be paid all other sums payable hereunder by amount of any money for the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments payment of principal of and premium, if any, and or any premium or interest on, on the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.Securities
Appears in 2 contracts
Samples: Mercantile Bancorporation Inc, Mercantile Bancorporation Inc
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes which Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, $US funds sufficient to pay at maturity or upon redemption of all of the Notes Securities (other than any Notes which Securities that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest Interest due or to become due to such date of maturity or redemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, including without limitation sums payable to the Trustee for its costs and expenses, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of NotesSecurities, (ii) rights hereunder of Noteholders Securityholders to receive payments of principal of and premium, if any, and interest Interest on, the Notes Securities and the other rights, duties and obligations of NoteholdersSecurityholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 13.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 2 contracts
Samples: Indenture (Commscope Inc), Andrew Corp
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Outstanding Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Outstanding Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payablepayable (whether at the Stated Maturity Date, on any Redemption Date or are by their terms to become due on any Fundamental Change Purchase Date or upon conversion and payable within one year determination of related Settlement Amounts or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, otherwise) and the Company shall deposit with the Trustee, in trust, cash funds and (in the case of conversion) shares of Common Stock, if any, sufficient to pay at maturity or upon redemption of all amounts due on all of such Outstanding Notes including principal and Interest due or satisfy the Notes Company’s conversion obligation, as the case may be, (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premiumand, if anyin each case, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder under the Indenture by the Company, then this the Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders Holders to receive payments of principal of and premiumInterest on, if any, and interest onor the consideration due upon conversion of, the Notes and the other rights, duties and obligations of NoteholdersHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as may be required by pursuant to Section 17.5 7.2(b) of the Original Indenture and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of and discharging this the Indenture; the . The Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this the Indenture or the Notes.
Appears in 2 contracts
Samples: First Supplemental Indenture (Endologix Inc /De/), Second Supplemental Indenture (Endologix Inc /De/)
Discharge of Indenture. When (a) the Company shall deliver to ---------------------- the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 16.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Samples: Riverstone Networks Inc, At Home Corp
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year three years or are to be called for redemption within one year three years under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity (or with respect to any Installment Redemption Amount, the Installment Redemption Date on which such Installment Redemption Amount is due) or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal (including, for the avoidance of doubt, any Installment Redemption Amount) and premium, if any, and interest Interest due or to become due to such date of maturity maturity, the applicable Installment Redemption Date or redemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, and in the case of either clause (a) or (b), no Default or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument or agreement to which the Company is a party or by which it is bound, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal (including, for the avoidance of doubt, any Installment Redemption Amount) of and premiumDefault Interest, if any, and interest on, on the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 15.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes. The Trustee shall hold in trust money deposited with it pursuant to this Article. It shall apply the deposited money through the Paying Agent and in accordance with this Indenture to the payment of principal (including, for the avoidance of doubt, any Installment Redemption Amount) of and Interest, if any, on the Notes.
Appears in 2 contracts
Samples: Notes Purchase Agreement (China Security & Surveillance Technology, Inc.), China Security & Surveillance Technology, Inc.
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Debt Securities theretofore authenticated (other than any Notes Debt Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceled, or (b) all the Notes Debt Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds funds, which shall be immediately due and payable, sufficient to pay at maturity or upon redemption of all of the Notes Debt Securities (other than any Notes Debt Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Debt Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in the case of either case clause (a) or clause (b) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.05, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof shall survive until such Debt Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesDebt Securities.
Appears in 2 contracts
Samples: Indenture (National Commerce Capital Trust I), Indenture (Mercantile Capital Trust I)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity on the Maturity Date or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.06, 2.07, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof, which shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06, 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 2 contracts
Samples: Indenture (Agl Capital Trust Iii), Agl Capital Trust Ii
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.the
Appears in 2 contracts
Discharge of Indenture. When (a) the Company Corporation shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 3.05) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company Corporation shall deposit with the TrusteeTrustee or any paying agent, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 3.05) not theretofore canceled or delivered to the Trustee for cancellation, including principal (and premium, if any) and interest, and interest if any, due or to become due to such date of maturity maturity, but excluding, however, the amount of any moneys for the payment of the principal of (and premium, if any) or redemption dateinterest, as if any, on the case may beSecurities (1) theretofore deposited with the Trustee or any paying agent and repaid by the Trustee or any paying agent to the Corporation in accordance with the provisions of Section 13.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company Corporation shall also pay or cause to be paid all other sums payable hereunder by the CompanyCorporation, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)effect, and the Trustee, on demand of the Company Corporation accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 16.05 and at the cost and expense of the CompanyCorporation, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company. The Corporation, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 2 contracts
Samples: Indenture (Constellation Energy Group Inc), Constellation Energy Corp
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, whether on the Maturity Date or are by their terms to become due and payable within one year on any earlier Fundamental Change Repurchase Date or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionupon conversion or otherwise, and the Company shall deposit with the Trustee, in trust, funds cash and shares of Common Stock, if applicable, sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premiumaccrued and unpaid interest (including Additional Interest, if any) and Extension Fees or Additional Extension Fees, if any, and interest due or to become due to such date of maturity or redemption date, as the case may bethereon, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights the right of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders holders to receive payments of principal of of, and premiumaccrued and unpaid interest (including Additional Interest, if any) and Extension Fees or Additional Extension Fees, if any, and interest any unpaid Conversion Obligation and Additional Shares, if any, on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and Trustee, (iiiii) the rights, obligations and immunities of the Trustee hereunder)hereunder and (iii) the obligations of the Company under Section 6.06, and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 15.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing hxxxxx agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Samples: Cadence Design Systems Inc, Cadence Design Systems Inc
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore therefore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called canceled for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds monies sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption dateRedemption Date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders Holders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of NoteholdersHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense use of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; Indenture the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Samples: Atlantic Coast Airlines Inc, Atlantic Coast Airlines Inc
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of exchange, registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 and delivered(ii) Notes for whose payment monies have theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date, Repurchase Date or are by their terms to become due and payable within one year Designated Event Repurchase Date or upon exchange or otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee a Paying Agent or the Exchange Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust, funds trust cash and/or shares of Common Stock (as applicable under the terms of the Indenture) in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such date of maturity the Maturity Date, Redemption Date, Repurchase Date or redemption dateDesignated Event Repurchase Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect Issuer; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the provisions of Sections 2.05, 2.06, 2.07, 3.05, 3.06, 5.01, Article 13 and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 2 contracts
Samples: Indenture (BioMed Realty Trust Inc), Indenture (BioMed Realty Trust Inc)
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 hereof and delivered(ii) Notes for whose payment monies have theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date, or are by their terms to become due and payable within one year otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust, funds trust cash in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such date of maturity the Maturity Date or redemption dateRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect Issuer; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Section 2.06, 2.07, 2.08, 5.01 hereof and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 2 contracts
Samples: Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Debentures theretofore authenticated (other than any Notes Debentures which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall irrevocably deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes Debentures (other than any Notes Debentures which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of NotesDebentures and maintenance of an office therefor, (ii) rights hereunder of Noteholders Debentureholders to receive payments of principal of and premium, if any, and interest on, the Notes Debentures and the other rights, duties and obligations of NoteholdersDebentureholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 16.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesDebentures.
Appears in 2 contracts
Samples: Indenture (Xcyte Therapies Inc), And (Xcyte Therapies Inc)
Discharge of Indenture. When If the Issuer shall (ai) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid to the Holders of the Notes all other outstanding principal and accrued and unpaid interest due thereon at the times and in the manner stipulated therein, and shall pay or cause to be paid to the Trustee all sums payable hereunder by of moneys due according to the Companyprovisions hereof (including the Trustee's reasonable fees and expenses and those of its attorneys) and the Notes, and (ii) deliver to the Trustee an Officer's Certificate and Opinion of Counsel stating that all conditions precedent under the Indenture relating to the discharge of the Indenture have been complied with, then these presents and the estate and rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge the lien of this Indenture Indenture, and execute and deliver to the Issuer such instruments in writing as shall cease be requisite to be cancel and discharge the lien hereof, and release, assign and deliver unto the Issuer any and all of further effect (except as the estate, right, title and interest in and to (i) remaining any and all rights assigned or pledged to the Trustee or otherwise subject to the lien of this Indenture, including, but not limited to, all moneys, securities and other property held in the Trust Estate. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 9.2 hereof, the obligations of the Trustee and each Paying Agent to the Issuer and to the Holders of Notes under Section 10.10 hereof, the obligations of the Trustee to the Holders of Notes under this Article VIII and the provisions of Article II hereof with respect to lost, stolen, destroyed and mutilated Notes, registration of transfer, substitution transfers and exchange and conversion exchanges of Notes, (ii) and rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties accrued and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, unpaid interest thereon shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notessurvive.
Appears in 2 contracts
Samples: Trust Indenture (PMC Capital Inc), Trust Indenture (PMC Capital Inc)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity on the Maturity Date or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof, which shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06, 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 2 contracts
Samples: Indenture (M&t Bank Corp), Indenture (Onbancorp Inc)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 16.04 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Samples: Kulicke and Soffa (Kulicke & Soffa Industries Inc), Kulicke and Soffa (Kulicke & Soffa Industries Inc)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds cash or shares of Common Stock (in the case of any conversion) sufficient to pay at maturity on the Maturity Date, upon any Redemption Date, upon any Fundamental Change Date or upon redemption of all of the Notes any conversion (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become shares of Common Stock (in the case of any conversion) due to such date of maturity Maturity Date, Redemption Date, Fundamental Change Purchase Date or redemption dateupon conversion, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or deliver or cause to be paid or delivered all other sums payable or deliverable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders Holders to receive payments of principal of and premium, if any, and interest or (in the case of any conversion) shares of Common Stock on, the Notes and the other rights, duties and obligations of NoteholdersHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel as required by Section 17.5 1.02 and at the cost and expense of the Company, shall execute proper such instruments reasonably requested by the Company acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Samples: Oclaro, Inc., Hc2 Holdings, Inc.
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been Exhibit T3C-1 authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption or prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption or prepayment, and the Company shall deposit with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay at maturity or upon redemption of or prepayment all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and accrued interest due or to become due to such date of maturity or redemption or prepayment date, as the case may be, accompanied by a verification report, in the case of a deposit of U.S. Government Obligations, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders Noteholders, subject to Section 16.01, to receive payments of principal of and premiuminterest, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 16.08 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Samples: Indenture (IMH Financial Corp), Indenture (IMH Financial Corp)
Discharge of Indenture. When If (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (bi) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall Bonds secured by this Indenture have become due and payablepayable or irrevocable instructions to redeem the Bonds or pay them at maturity have been given by the Authority to the Trustee, and (ii) the Trustee holds cash or are by their terms to become due noncallable Government Obligations or Government Certificates the principal of and payable within one year or are to interest on which at maturity will be sufficient (A) if Bonds have been called for redemption, to redeem in accordance with the relevant Sections of this Indenture all such Bonds on the date set for such redemption, (B) to pay at maturity all Outstanding Bonds not called for redemption, (C) to pay interest accruing on all Bonds until their redemption within one year under arrangements satisfactory or payment at maturity, and (D) unless otherwise provided for, to pay the Trustee its reasonable fees and expenses, including the costs and expenses of canceling and discharging this Indenture, the Trustee will cancel and discharge the lien of this Indenture and execute and deliver to the Authority such instruments in writing as will be required to release such lien, and assign and deliver to the Authority any property subject to this Indenture which may then be in its possession, except funds or securities in which such funds are invested which are held by the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all payment of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, on the Notes and Bonds. In the other rights, duties and obligations event that all of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited Bonds secured by this Indenture are paid or deemed paid in accordance with the Trustee terms of this Indenture, then the right and (iii) the rights, obligations and immunities interest of the Trustee hereunder)in and to the trust estate created by this Indenture and all covenants, agreements and the Trustee, on demand other obligations of the Company accompanied by an Officers' Certificate Authority to the Owners will cease and an Opinion be discharged and satisfied. In the event any Bonds are paid or deemed paid in accordance with the terms of Counsel as required by Section 17.5 this Indenture, then such Bonds will cease to be entitled to any lien, benefit or security under this Indenture (other than the right to receive payment and at the cost certain rights regarding registration and expense transfer) and all covenants, agreements and other obligations of the Company, shall execute proper instruments acknowledging satisfaction Authority to the Owners of such Bonds will cease and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably be discharged and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notessatisfied.
Appears in 2 contracts
Samples: Trust Indenture, Trust Indenture
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Debentures theretofore authenticated (other than any Notes Debentures which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes Debentures (other than any Notes Debentures which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal of, interest on and premium, if any, Redemption Price in respect of and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of NotesDebentures, (ii) rights hereunder of Noteholders Holders to receive payments of principal of, interest on and Redemption Price in respect of and premium, if any, and interest on, the Notes Debentures and the other rights, duties and obligations of NoteholdersHolders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.14.5
Appears in 2 contracts
Samples: Indenture (Flowers Industries Inc /Ga), Indenture (Flowers Industries Inc /Ga)
Discharge of Indenture. When The Company may terminate its obligations under the Securities and this Indenture, except the obligations referred to in the last paragraph of this Section 9.01, if (aA)(i) there shall have been cancelled by the Company shall deliver Trustee or delivered to the Trustee for cancellation all Notes Securities theretofore authenticated and delivered (other than any Notes which Securities that are asserted to have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes that shall have been authenticated and deliveredreplaced as provided in Section 2.07 hereof) and or (ii) all Securities not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall (1) have become due and payable, payable or are by their terms to (2) will become due and payable within one year year, or are to be called for redemption within one year year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Company, and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, funds an amount sufficient to pay at maturity or upon redemption of all of and discharge the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) entire Indebtedness on the Securities not theretofore canceled or delivered to the Trustee for cancellation, including for principal and of, premium, if any, and interest due or on the Securities to become due to such the date of maturity or redemption dateredemption, as the case may be, and if in either case together with irrevocable instructions from the Company shall also pay directing the Trustee to apply such funds to the payment thereof at maturity or cause to be redemption, as the case may be; (B) the Company has paid all other sums payable by it hereunder by or deposited all required sums with the Company, then this Indenture shall cease to be of further effect Trustee; and (except as to (iC) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Company has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 stating that all conditions precedent under this Indenture relating to the satisfaction and at discharge of this Indenture have been complied with. After such delivery the cost and expense Trustee upon request shall acknowledge in writing the discharge of the Company, shall execute proper instruments acknowledging ’s obligations under the Securities and this Indenture except for those surviving obligations specified below. Notwithstanding the satisfaction and discharge of and discharging this Indenture; , the Companyobligations of the Company in Sections 7.07, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably 9.05 and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes9.06 hereof shall survive.
Appears in 2 contracts
Samples: Indenture (Samsonite Corp/Fl), Indenture (Samsonite Corp/Fl)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption dateand Liquidated Damages, as the case may beif any, due, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest and Liquidated Damages, if any, on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiiii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 17.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities of any series and any related coupons theretofore authenticated (other than any Notes which Securities of such series and any related coupons that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Securities or coupons shall have been authenticated and delivered) and not theretofore canceledcancelled, or (b) all the Notes Securities of any series and any related coupons not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit (to the extent Article III does not prohibit such a deposit) with the Trustee, in trust, funds (which thereupon shall become immediately due and payable to the holders or Securities or coupons) sufficient to pay upon Stated Maturity, redemption or repayment at maturity or upon redemption the option of a holder all the Securities of the Notes such series and related coupons (other than any Notes which Securities of such series and related coupons that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall that have been authenticated and deliveredreplaced or paid as provided in Section 2.06) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, any premium and interest due or to become due prior to such Stated Maturity, Redemption Date or date of maturity or redemption daterepayment, as the case may be, and if in either case but excluding, however, the Company shall also pay or cause to be paid all other sums payable hereunder by amount of any money for the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments payment of principal of and premium, if any, and or any premium or interest on, on the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.Securities
Appears in 2 contracts
Samples: Mercantile Bancorporation Inc, Mercantile Bancorporation Inc
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Notes Securities or Coupons which shall have been destroyed, lost or stolen and or in lieu of or in substitution for which other Notes Securities or Coupons shall have been authenticated and delivered, or which shall have been paid, pursuant to the provisions of Section 2.07) and not theretofore canceled, canceled or (b) all the Notes Securities and all unmatured Coupons appertaining thereto not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes Securities and Coupons appertaining thereto (other than any Notes (i) Securities or Coupons which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Securities or Coupons shall have been authenticated and delivered, or which shall have been paid pursuant to the provisions of Section 2.07 or (ii) Securities or Coupons for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 12.04) not theretofore canceled or delivered to the Trustee for cancellation, including principal and principal, premium, if any, and interest interest, if any, due or to become due to such date of maturity or redemption datedate fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Subordinated Debt Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution transfer and exchange and conversion of NotesSecurities, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights hereunder of Noteholders holders to receive payments of principal thereof and interest thereon, and remaining rights of and premiumthe holders to receive mandatory sinking fund payments, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iiiiv) the rights, obligations and immunities of the Trustee hereunderhereunder and (v) the rights of the Securityholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Subordinated Debt Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Subordinated Debt Indenture or the NotesSecurities or Coupons appertaining thereto.
Appears in 2 contracts
Samples: Debt Indenture (General Electric Capital Corp), General Electric Capital Corp
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities of any series theretofore authenticated (other than any Notes Securities of such series which shall have been destroyed, lost or stolen and or in lieu of or in substitution for which other Notes Securities shall have been authenticated and delivered) and not theretofore canceledcancelled, or (b) all the Notes Securities of any series not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, an amount in the Required Currency (other than funds repaid by the Trustee to the Company in accordance with Section 13.04) sufficient to pay at maturity or upon redemption of all of the Notes Securities of such series (other than any Notes Securities of such series which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Securities shall have been authenticated and delivereddelivered or which shall have been paid) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest interest, if any, due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities Securities of the Trustee hereunder)such series, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 16.07 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; Indenture with respect to Securities of such series, the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 2 contracts
Samples: Indenture (Betzdearborn Inc), Indenture (Lyondell Chemical Co)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds sufficient to pay at maturity on the Maturity Date or upon redemption of prepayment all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any, ) and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal (or premium, if any) or interest on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06, 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 to the effect that all conditions to the satisfaction and discharge of this Indenture have been satisfied and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 2 contracts
Samples: Indenture (New South Capital Trust I), Indenture (New South Capital Trust I)
Discharge of Indenture. When If at any time (a) the Company shall deliver have delivered to the Trustee for cancellation all Notes Securities of any series theretofore authenticated (other than any Notes Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.06) and not theretofore canceled, or (b) all the Notes such Securities of such series and any Coupons appertaining to such Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee, Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in trust, funds accordance with Section 12.04) sufficient to pay at maturity or upon redemption all Securities of such series and all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) Coupons appertaining to such Securities not theretofore canceled or delivered to the Trustee for cancellation, including principal (and premium, if any), interest, if any, and interest Additional Amounts, if any, due or to become due to such date of maturity or redemption datedate fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the CompanyCompany with respect to such series, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities Securities of the Trustee hereunder)such series or any Coupons appertaining to such Securities, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the CompanyCompany and subject to Section 15.04, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; Indenture with respect to the Company, however, hereby agreeing Securities of such series and all Coupons appertaining to such Securities. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities of such series or any Coupons appertaining to such Securities.
Appears in 2 contracts
Samples: Residential Capital Corp, Gmac Residential Holding Corp.
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Debentures theretofore authenticated (other than any Notes Debentures which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes Debentures (other than any Notes Debentures which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption datedate fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of NotesDebentures, (ii) rights hereunder of Noteholders Debentureholders to receive payments of principal of and premium, if any, and interest on, the Notes Debentures and the other rights, duties and obligations of NoteholdersDebentureholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 16.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesDebentures.
Appears in 2 contracts
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 16.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Samples: Globespan Inc/De, LTX Corp
Discharge of Indenture. When (a) If the Company shall deliver pay or cause to be paid to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all holders of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to Bonds the Trustee for cancellationprincipal thereof, including principal and premiumtherein the premium thereon, if any, and interest due or to become due to such date of maturity or redemption date, as thereon at the case may betimes and in the manner stipulated therein and herein, and if in either case the Company shall also pay or cause keep, perform and observe all and singular the covenants and promises in the Bonds and in this Indenture expressed to be paid all other sums payable hereunder kept, performed and observed by the Companyit or on its part, then these presents and the estate and rights hereby granted shall (at the option of the Company evidenced by a Resolution delivered to the Trustee) cease, determine and be void, and thereupon the Trustee shall, upon the request of the Company but only after payment of all proper charges and cancellation of all Bonds for the payment of which cash shall not have been deposited in accordance with the provisions of this Indenture, cancel and discharge the lien of this Indenture, and execute and deliver to the Company such deeds or other instruments in writing as shall be requisite to satisfy the lien hereof, and reconvey to the Company the estate and title hereby conveyed, and assign and deliver to the Company any property at the time subject to the lien of this Indenture shall cease to which may then be in possession of further effect (the Trustee, except as to (i) remaining rights cash held for the payment of registration of transferthe principal of, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and or interest onon Bonds. Bonds, for the Notes and the other rights, duties and obligations payment or redemption of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so which moneys shall have been deposited with the Trustee (whether upon or prior to the maturity or the redemption date of such Bonds) and (iii) been made available for present payment to the rights, obligations and immunities holders of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Companysuch Bonds, shall execute proper instruments acknowledging satisfaction be deemed to be paid within the meaning of and discharging this IndentureSection; the Companyprovided, however, hereby agreeing that if such Bonds are to reimburse be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given or provision satisfactory to the Trustee for any costs shall have been made therefor, or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notessuch notice shall have been waived.
Appears in 2 contracts
Samples: Unitil Corp, Unitil Corp
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Liquidated Damages, if any) due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Officer's Certificate and an Opinion of Counsel as required by Section 17.5 18.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rockford Corp), Rockford Corp
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes Securities shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds monies sufficient to pay at maturity or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of NotesSecurities, (ii) rights hereunder of Noteholders Securityholders to receive payments of principal of and premium, if any, and interest on, the Notes Securities and the other rights, duties and obligations of NoteholdersSecurityholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense use of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (System Software Associates Inc), System Software (System Software Associates Inc)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year three years or are to be called for redemption within one year three years under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity (or with respect to any Installment Redemption Amount, the Installment Redemption Date on which such Installment Redemption Amount is due) or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal (including, for the avoidance of doubt, any Installment Redemption Amount) and premium, if any, and interest Interest due or to become due to such date of maturity maturity, the applicable Installment Redemption Date or redemption date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, and in the case of either clause (a) or (b), no Default or Event of Default with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument or agreement to which the Company is a party or by which it is bound, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal (including, for the avoidance of doubt, any Installment Redemption Amount) of and premiumDefault Interest, if any, and interest on, on the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 15.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes. The Trustee shall hold in trust money deposited with it pursuant to this Article. It shall apply the deposited money through the Paying Agent and in accordance with this Indenture to the payment of principal (including, for the avoidance of doubt, any Installment Redemption Amount) of and Interest, if any, on the Notes.
Appears in 2 contracts
Samples: Notes Purchase Agreement (China Security & Surveillance Technology, Inc.), China Security & Surveillance Technology, Inc.
Discharge of Indenture. When (a) the Company shall deliver delivers to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes other Securities which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall Securities have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit deposits with the Trustee, in trust, funds amounts sufficient to pay at maturity Stated Maturity or upon redemption the Redemption Date of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall Securities have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity Stated Maturity or redemption dateRedemption Date, as the case may be, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution substitution, replacement and exchange and conversion of NotesSecurities, (ii) rights hereunder of Noteholders holders of Securities to receive payments of principal of and premium, if any, and interest on, the Notes Securities, (iii) the obligations under Sections 2.04 and the other rights, duties and obligations of Noteholders, as beneficiaries 14.05 hereof with respect to the amounts, if any, so deposited with the Trustee and (iiiiv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 9.04 and at the Company's cost and expense of the Companyexpense, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 2 contracts
Samples: Amkor International Holdings, LLC, Amkor Technology Inc
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity on the Maturity Date or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any, due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any, on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof, which shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06, 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 2 contracts
Samples: Indenture (Haven Capital Trust I), Indenture (Progress Capital Trust I)
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 and delivered(ii) Notes for whose payment money has theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date or are by their terms to become due and payable within one year otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee (or such other entity designated by the Trustee for this purpose) in accordance with the terms of this Indenture) or a Paying Agent, as applicable), as trust funds in trust, funds trust cash in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such date of maturity the Maturity Date or redemption dateRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease Issuer; (c) the Issuer has delivered irrevocable instructions to be the Trustee to apply the deposited money towards payment of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and at the other rights, duties and obligations of NoteholdersMaturity Date or on the Redemption Date, as beneficiaries hereof with respect the case my be; and (d) the Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 shall survive and, if money shall have been deposited with the Trustee pursuant to sub-clause (2) of clause (a) of the first paragraph of this Section, the provisions of Sections 2.06, 2.07, 2.08 and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 2 contracts
Samples: Indenture (Digital Realty Trust, L.P.), Digital Realty Trust, L.P.
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the TrusteePaying Agent (or, if the Company or the Issuer is acting as Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04), in trust, funds sufficient to pay at maturity or upon redemption of all of the amounts due and owing on Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) Error! Bookmark not defined. remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) Error! Bookmark not defined. rights hereunder of Noteholders to receive payments of principal Principal Amount of and premium, if any, and interest on, Interest on the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) Error! Bookmark not defined. the rights, obligations rights and immunities of the Trustee hereunder, including those pursuant to Section 7.06), and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 16.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 1 contract
Samples: Indenture (CSK Auto Corp)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premiumpremium (including Liquidated Damages and/or Extension Fees, if any), if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel as required by Section 17.5 19.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 1 contract
Samples: Electroglas Inc
Discharge of Indenture. When (a) the Company shall deliver Issuer delivers to the Trustee for cancellation all Notes theretofore authenticated (other than any other Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, and the Issuer deposits with the Trustee in trust or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory delivers to the Trustee for Holders amounts in U.S. Legal Tender or U.S. Government Obligations, or, where required, ADSs or any combination thereof sufficient (calculated as set forth under the giving terms of notice of redemption, and the Company shall deposit this Indenture with the Trustee, in trust, funds sufficient respect to such payment) to pay at maturity maturity, on any Tax Redemption Date, Change of Control Purchase Date, upon conversion or upon redemption of otherwise all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premiumInterest, if any, and interest due or to become due to such date of maturity or redemption date, as the case may beand to satisfy any related obligation to deliver ADS, and if in either case the Company shall Issuer also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the CompanyIssuer, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution substitution, replacement and exchange and conversion of Notes, (ii) rights hereunder of Noteholders Holders to receive payments of principal of and premiumInterest, if any, on the Notes, (iii) the obligations under Section 2.03 and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries Section 8.05 hereof with respect to the amounts, if any, so deposited with the Trustee and (iiiiv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company Issuer accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel as required by Section 17.5 10.03 hereof and at the Issuer’s cost and expense of the Companyexpense, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Companyprovided, however, the Issuer hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 1 contract
Samples: Indenture (Cemex Sab De Cv)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all outstanding Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceledreplaced pursuant to Section 2.06), or (b) all the outstanding Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payablepayable (whether at Stated Maturity, on any Redemption Date, on any Fundamental Change Repurchase Date, upon conversion or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionotherwise), and the Company shall deposit with the Trustee, in trust, funds cash and shares of Common Stock (as applicable under the terms of this Indenture) sufficient to pay at maturity or upon redemption of all of the outstanding Notes (other than any Notes which shall that have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered replaced pursuant to the Trustee for cancellationSection 2.06), including principal and premium, if any, and interest (including Liquidated Damages, if any, and Additional Interest, if any) due or to become due to at such date of maturity Stated Maturity, on such Redemption Date, on such Fundamental Change Repurchase Date, upon such conversion or redemption dateotherwise, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders holders to receive payments of principal of and premium, if any, and interest on(including Liquidated Damages, if any, and, Additional Interest, if any, and on the Notes and the other rights, duties and obligations of Noteholdersholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 13.04 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the . The Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 1 contract
Samples: Macerich Co
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceled, or (b) all the Notes Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of, and premium, if any, or interest on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any state or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights that the provisions of registration of transferSections 2.05, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 1 contract
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, accompanied by a verification report, in the case of a deposit of U.S. Government Obligations, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premiuminterest, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 19.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.
Appears in 1 contract
Samples: Indenture (On Semiconductor Corp)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) and not theretofore canceled, or (b) all the Notes Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity on the Maturity Date or upon redemption of all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced as provided in Section 2.08) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest (including Compounded Interest and Additional Sums, if any), due or to become due to such date of maturity the Maturity Date or redemption date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest (including Compounded Interest and Additional Sums, if any) on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof, which shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06, 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 1 contract
Samples: Indenture (Argo Capital Trust Co)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Debentures theretofore authenticated (other than any Notes which Debentures that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds cash or, if expressly permitted or required by the terms of the Debentures or this Indenture, Common Stock or a combination thereof sufficient to pay at maturity or upon redemption of all of the Notes amounts due and owing on Debentures (other than any Notes which Debentures that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption dateaccompanied by a verification report, as to the case may besufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of NotesDebentures, (ii) rights hereunder of Noteholders Debentureholders to receive payments of principal of and premium, if any, and interest on, on the Notes Debentures and the other rights, duties and obligations of NoteholdersDebentureholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, powers, duties, obligations and immunities of the Trustee hereunder), and the Trustee, on written demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 16.06 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesDebentures.
Appears in 1 contract
Samples: Tower Automotive Inc
Discharge of Indenture. When (a) the Company shall deliver to ---------------------- the Trustee for cancellation all Notes Debentures theretofore authenticated (other than any Notes Debentures which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) and not theretofore canceledcancelled, or (b) all the Notes Debentures not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes Debentures (other than any Notes Debentures which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)effect, and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 14.05 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesDebentures.
Appears in 1 contract
Samples: Zenith Electronics Corp
Discharge of Indenture. When (a) the Company shall deliver delivers to the Trustee for cancellation all Convertible Subordinated Notes theretofore authenticated (other than any Convertible Subordinated Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Convertible Subordinated Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Convertible Subordinated Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable within one year year, or are to be called for redemption within one year under arrangements satisfactory delivered to the Trustee for the giving of notice of redemptionconversion in accordance with this Indenture, and the Company shall deposit deposits with the Trustee, in trust, funds amounts sufficient to pay at maturity or upon redemption of all of the Convertible Subordinated Notes (other than any Convertible Subordinated Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Convertible Subordinated Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premiuminterest and Liquidated Damages, if any, and interest due or to become due to such date of maturity or redemption datematurity, as the case may be, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution substitution, replacement and exchange and conversion of Convertible Subordinated Notes, (ii) rights hereunder of Noteholders holders of Convertible Subordinated Notes to receive payments of principal of and premiuminterest, and Liquidated Damages, if any, and interest on, the Notes Convertible Subordinated Notes, (iii) the obligations under Sections 2.03 and the other rights, duties and obligations of Noteholders, as beneficiaries 8.05 hereof with respect to the amounts, if any, so deposited with the Trustee and (iiiiv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 10.04 and at the Company’s cost and expense of the Companyexpense, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Convertible Subordinated Notes.
Appears in 1 contract
Samples: Indenture (Credence Systems Corp)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this This Indenture shall cease to be of further effect (except as to (i) remaining any surviving rights of conversion, registration of transfer, substitution transfer or exchange of Notes herein expressly provided for and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, except as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunderfurther provided below), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the CompanyIssuer, shall execute proper instruments acknowledging satisfaction and discharge of and discharging this Indenture, when (a) either: (1) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 11.04 and (ii) Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer as provided in Section 11.04) have been delivered to the Trustee for cancellation; or (2) all such Notes not theretofore delivered to the CompanyTrustee for cancellation have become due and payable, whether upon the Stated Maturity of the Notes, a Redemption Date, an Optional Repurchase Date or a Change in Control Repurchase Date or otherwise, or have all been converted in accordance with the provisions of Article 13 hereof, and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee, a Paying Agent or the Conversion Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust cash and, if applicable, Common Shares in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable) or for amounts owing upon conversion; provided, however, hereby agreeing to reimburse that there shall not exist, on the Trustee for any costs date of such deposit, a default or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Event of Default; provided, further, that such deposit shall not result in connection with a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the NotesIssuer is a party or to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 shall survive and, if money shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the provisions of Sections 2.05, 2.06, 2.07, 3.05, 3.06, 5.01, Article 13 and this Article 11, shall survive until the Notes have been paid in full.
Appears in 1 contract
Samples: Indenture (RAIT Financial Trust)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Debentures theretofore authenticated (other than any Notes which Debentures that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes Debentures not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes Debentures (other than any Notes which Debentures that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes Debentures shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest Interest due or to become due to such date of maturity or redemption dateRedemption Date, as the case may be, accompanied by a verification report, as to the sufficiency of the deposited amount, from an independent certified accountant or other financial professional satisfactory to the Trustee, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of NotesDebentures, (ii) rights hereunder of Noteholders Debentureholders to receive payments of principal of and premium, if any, and interest Interest on, the Notes Debentures and the other rights, duties and obligations of NoteholdersDebentureholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder, including, but not limited to, Section 9.06 hereof), and the Trustee, on written demand of the Company accompanied by an Officers' Officer's Certificate and an Opinion of Counsel as required by Section 17.5 17.04 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesDebentures.
Appears in 1 contract
Samples: Williams Companies Inc
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredprepaid, paid or replaced (as provided in Section 2.08)) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds sufficient to pay at maturity on the Maturity Date or upon redemption of prepayment all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredprepaid, paid or replaced (as provided in Section 2.08)) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity the Maturity Date or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal of or premium, if any, or interest on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof, which shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06, 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 1 contract
Samples: Indenture (Webster Financial Corp)
Discharge of Indenture. When (a) the Company shall deliver to the Trustee for cancellation all Notes Securities theretofore authenticated (other than any Notes Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) and not theretofore canceledcancelled, or (b) all the Notes Securities not theretofore canceled cancelled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption prepayment within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionprepayment, and the Company shall deposit or cause to be deposited with the Trustee, in trust, funds sufficient to pay at maturity on the Stated Maturity or upon redemption of prepayment all of the Notes Securities (other than any Notes Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredreplaced or paid as provided in Section 2.08) not theretofore canceled cancelled or delivered to the Trustee for cancellation, including principal (and premium, if any, ) and interest due or to become due to such date of maturity the Stated Maturity or redemption prepayment date, as the case may be, but excluding, however, the amount of any moneys for the payment of principal (or premium, if any) or interest on the Securities (1) theretofore repaid to the Company in accordance with the provisions of Section 11.04, or (2) paid to any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights for the provisions of registration of transferSections 2.02, substitution 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and exchange 11.04 hereof, which shall survive until such Securities shall mature and conversion of Notesbe paid. Thereafter, (ii) rights hereunder of Noteholders to receive payments of principal of Sections 6.06, 6.10 and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder)11.04 shall survive, and the Trustee, on demand of the Company accompanied by an any Officers' Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, to the effect that all conditions to the satisfaction and discharge of this Indenture have been satisfied, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; , the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the NotesSecurities.
Appears in 1 contract
Samples: Trenwick Capital Trust I
Discharge of Indenture. When (a) the Company shall deliver delivers to the Trustee for cancellation all Convertible Notes theretofore authenticated (other than any other Convertible Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Convertible Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Convertible Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit deposits with the Trustee, in trust, funds amounts sufficient to pay at maturity or upon redemption of all of the Convertible Notes (other than any Convertible Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Convertible Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may bematurity, and if in either case the Company shall also pay pays, or cause causes to be paid paid, all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution substitution, replacement and exchange and conversion of Notesrights to convert the Convertible Notes into Common Stock, (ii) rights hereunder of Noteholders holders of Convertible Notes to receive payments of principal of and premiuminterest on the Convertible Notes, if any, (iii) the obligations under Sections 2.03 and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries 7.05 hereof with respect to the amounts, if any, so deposited with the Trustee and (iiiiv) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 10.04, and at the Company's cost and expense of the Companyexpense, shall execute proper instruments acknowledging satisfaction and discharge of and discharging this Indenture; the Company, however, hereby agreeing agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Convertible Notes.
Appears in 1 contract
Samples: Navistar International Corp
Discharge of Indenture. When This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) the Company shall deliver to the Trustee for cancellation either: (1) all Notes theretofore authenticated and delivered (other than any (i) Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated replaced or paid as provided in Section 11.04 hereof and delivered(ii) Notes for whose payment monies have theretofore been deposited in trust and not theretofore canceled, thereafter repaid to the Issuer as provided in Section 11.04 hereof) have been delivered to the Trustee for cancellation; or (b2) all the such Notes not theretofore canceled or delivered to the Trustee for cancellation shall (i) have become due and payable, whether at the Maturity Date, or are by their terms to become due and payable within one year otherwise, or (ii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and at the expense, of the Issuer, and the Company shall deposit Issuer, in the case of clause (1) or (2) above, has irrevocably deposited or caused to be irrevocably deposited with the TrusteeTrustee or a Paying Agent (other than the Issuer or any of its Affiliates), as applicable, as trust funds in trust, funds trust cash in an amount sufficient to pay at maturity or upon redemption of all of and discharge the entire indebtedness on such Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including for principal and premium, if any, interest to the date of such deposit (in the case of Notes which have become due and interest due payable) or to become due to such date of maturity the Maturity Date or redemption dateRedemption Date, as the case may be; provided, and if however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in either case a breach or violation of, or constitute a Default under, this Indenture or any other agreement or instrument to which the Company shall also pay Issuer is a party or cause to which the Issuer is bound; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect Issuer; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect Issuer has delivered to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel as required by Section 17.5 Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and at discharge of this Indenture have been complied with. Notwithstanding the cost satisfaction and expense discharge of this Indenture, the obligations of the CompanyIssuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Sections 2.06, 2.07, 2.08, 5.01 hereof and this Article 11, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; survive until the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee Notes have been paid in connection with this Indenture or the Notesfull.
Appears in 1 contract
