The Exchange Agent. (a) shall not be liable for any act or omission by it unless such act or omission constitutes gross negligence or willful misconduct; in no event shall the Exchange Agent be liable to a securityholder, the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Exchange Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement;
The Exchange Agent. The Exchange Agent undertakes to perform, with respect to the Preferred Securities, such duties and only such duties as are specifically set forth in this Trust Agreement, and no implied covenants or obligations shall be read into this Trust Agreement against the Exchange Agent. In the performance of such duties, the Exchange Agent shall be entitled to the same rights and powers as are granted to the Property Trustee, except that the Exchange Agent shall act as agent solely for the Holders of the Preferred Securities who seek to exchange such Preferred Securities pursuant to Sections 6.7 and 6.8.
The Exchange Agent. Xxxx Xxx and DutchCo shall enter into an instruction and exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”).
The Exchange Agent. A. shall have no duties or obligations other than those specifically set forth herein or as may subsequently be requested of the Exchange Agent by the Company or any other person it may authorize in connection with the Exchange Offer;
The Exchange Agent. (a) shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with reasonable indemnity from Verdant;
The Exchange Agent. (a) shall have no obligation to make payment for any fractional shares unless the Company shall have deposited with to the Exchange Agent fully collected funds sufficient to pay in full all amounts due and payable with respect thereto;
The Exchange Agent. (a) shall not be liable for any action or omission by it to act by reason of or as a result of the administration of its duties hereunder in accordance with the terms and conditions of this Agreement or by reason of its compliance with the instructions set forth herein or with any written or oral instructions delivered to the Exchange Agent pursuant hereto, unless the same constitutes gross negligence, willful misconduct or bad faith, and in no event shall the Exchange Agent be liable to a securityholder, the Company or any third party for special, punitive, indirect or consequential damages, including but not limited to lost profits, irrespective of whether the Exchange Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement;
The Exchange Agent. The stock transfer books of USCC shall be closed on the Effective Date, and thereafter no transfers of the stock of USCC shall be made. USCC shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of USCC, and to deliver in exchange for such surrendered certificates, shares of common stock of WEC. The authorization of the Exchange Agent may be terminated by WEC after six months following the Effective Date. Upon termination of such authorization, any shares of USCC and any funds held by the Exchange Agent for payment to USCC shareholders pursuant to this Agreement shall be transferred to WEC or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of USCC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of WEC (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of USCC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction.
The Exchange Agent. The Exchange Agent undertakes to perform, with respect to the Preferred Securities, such duties and only such duties as are specifically set forth in this Trust Agreement, and no implied covenants or obligations shall be read into this Trust Agreement against the Exchange Agent. In the performance of such duties, the Exchange Agent shall be entitled to the same rights and powers as are granted to the Property Trustee, except that the Exchange Agent shall act as agent solely for the Holders of the Preferred Securities who seek to exchange such Preferred Securities pursuant to Sections 6.7 and 6.8. [remainder of page intentionally left blank] 104 ACCEPTANCE OF TERMS OF THE TRUST AGREEMENT, THE GUARANTEE AND THE INDENTURE THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. REINSURANCE GROUP OF AMERICA, INCORPORATED, as Depositor By: ------------------------------------------- Name: Title: THE BANK OF NEW YORK, as Property Trustee By: ------------------------------------------- Name: Title: THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee By: ------------------------------------------- Name: Title: 105 ---------------------------------------------- Xxxx X. Xxx, as Administrative Trustee ---------------------------------------------- A. Xxxxx Xxxxxxxx, as Administrative Trustee ---------------------------------------------- Xxxx X. Xxxxxx, as Administrative Trustee EXHIBIT A [FORM OF PREFERRED SECURITY CERTIFICATE] [THIS PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "CLEARING AGENCY"), OR A NOMINEE OF THE CLEARING AGENCY. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN...
The Exchange Agent i) Shall have no duties or obligations other than those specifically set forth in the Letter of Transmittal or this Agreement or as may be subsequently agreed to by the Company and Exchange Agent in writing;
