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Issuing And Paying Agency Agreement for Canada

Issuing And Paying Agency Agreement Template for Canada

This document establishes the legal framework for the appointment and duties of an issuing and paying agent in Canada, governing the issuance and administration of debt securities. It outlines the responsibilities for processing payments, maintaining records, and managing the operational aspects of securities issuance under Canadian federal and provincial securities regulations. The agreement ensures compliance with Canadian banking and securities laws while defining the relationship between the issuer and the agent, including provisions for liability, indemnification, and operational procedures specific to the Canadian market.

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Issuing And Paying Agency Agreement

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What is a Issuing And Paying Agency Agreement?

The Issuing and Paying Agency Agreement is essential for organizations planning to issue debt securities in the Canadian market. This agreement is typically used when a company or institution needs to appoint a qualified financial institution to act as their agent for issuing securities and managing related payments. The document complies with Canadian federal and provincial securities regulations, incorporating requirements from relevant regulatory bodies such as provincial securities commissions and IIROC. It details the operational procedures, responsibilities, and legal obligations of both the issuer and the agent, covering aspects such as securities issuance, payment processing, record-keeping, and compliance requirements. This agreement is particularly crucial for medium-term note programs, commercial paper issuances, and other debt security arrangements in the Canadian market.

What sections should be included in a Issuing And Paying Agency Agreement?

1. Parties: Identification of the Issuer and the Issuing and Paying Agent

2. Background: Context of the agreement, including the issuer's program for issuing securities and the appointment of the agent

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment of Agent: Formal appointment of the issuing and paying agent and scope of authority

5. Issuance of Securities: Procedures and requirements for issuing securities, including authentication and delivery

6. Payment Obligations: Terms regarding the payment of principal and interest, including mechanisms and timing

7. Agent's Duties: Detailed responsibilities and obligations of the issuing and paying agent

8. Issuer's Duties: Obligations of the issuer, including provision of funds and information

9. Fees and Expenses: Compensation structure for the agent and allocation of expenses

10. Records and Reporting: Requirements for maintaining records and providing reports

11. Representations and Warranties: Standard representations and warranties from both parties

12. Liability and Indemnification: Limitations of liability and indemnification provisions

13. Term and Termination: Duration of the agreement and termination provisions

14. Confidentiality: Provisions regarding the handling of confidential information

15. Notices: Procedures for giving notices under the agreement

16. Governing Law: Specification of Canadian law as governing law and jurisdiction

17. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability

What sections are optional to include in a Issuing And Paying Agency Agreement?

1. Electronic Securities: Specific provisions for when securities are issued in electronic form, including DTC eligibility

2. Foreign Currency Securities: Additional provisions for securities issued in currencies other than Canadian dollars

3. Multiple Series Provisions: Special provisions for programs with multiple series of securities

4. Tax Provisions: Detailed tax-related provisions when specific tax considerations apply

5. Global Securities: Provisions specific to global securities when applicable

6. Credit Enhancement: Provisions relating to guarantees or other credit enhancement features if applicable

7. Quebec Law Provisions: Additional provisions required when the agreement involves Quebec-based parties

What schedules should be included in a Issuing And Paying Agency Agreement?

1. Schedule A - Form of Securities: Templates and forms for the securities to be issued

2. Schedule B - Authorized Representatives: List of persons authorized to act on behalf of the issuer

3. Schedule C - Operating Procedures: Detailed procedures for issuance, payment, and other operational matters

4. Schedule D - Fee Schedule: Detailed breakdown of fees and charges

5. Schedule E - Form of Issue Notice: Template for notices regarding new security issuances

6. Schedule F - Form of Payment Notice: Template for notices regarding payments

7. Schedule G - Security Registration and Transfer Forms: Forms and procedures for security registration and transfer

8. Appendix 1 - KYC Requirements: Required know-your-client documentation and procedures

9. Appendix 2 - Compliance Procedures: Procedures for ensuring compliance with applicable regulations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Document Type

Payment Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions














































Clauses

































Relevant Industries

Financial Services

Banking

Capital Markets

Corporate Finance

Investment Management

Securities Services

Trust Services

Government and Public Sector

Insurance

Energy and Utilities

Real Estate

Infrastructure

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Compliance

Operations

Risk Management

Corporate Secretariat

Investment Banking

Capital Markets

Trust Services

Securities Operations

Relationship Management

Relevant Roles

Chief Financial Officer

Treasury Manager

Corporate Secretary

Finance Director

Legal Counsel

Compliance Officer

Securities Operations Manager

Debt Capital Markets Manager

Trust Officer

Relationship Manager

Risk Manager

Operations Director

Financial Controller

Investment Banking Officer

Corporate Finance Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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