Common use of Acceptance of Appointment by Successor Clause in Contracts

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed pursuant to Section 3.3(b) hereunder shall, at or prior to such appointment, will execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall will execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, will execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall will execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; provided that upon the request of Parent or the successor Rights Agent, the retiring such resigning or removed Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring such resigning or removed Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent Holdco and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent Holdco or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed pursuant to Section 3.3(b) hereunder shall, at or prior to such appointment, will execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall will execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent Buyer and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; provided, that upon the request of Parent Buyer or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent and shall cooperate in the transfer of all relevant data, including the H3 CVR Register, to the successor Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every Each successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent Buyer and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; provided, that upon the request of Parent Buyer or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent and shall cooperate in the transfer of all relevant data, including the Aplindore CVR Register, to the successor Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent Purchaser and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent Purchaser or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent Buyer and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; provided, that upon the request of Parent Buyer or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to the Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of the Parent or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent the Issuer and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent the Issuer or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed pursuant to ‎Section 3.3(b) hereunder shall, at or prior to such appointment, will execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall will execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent NeoPharm and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent NeoPharm or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior pursuant to such appointment, Section 3.3(b) will execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties of the retiring Rights AgentAgent hereunder. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall will execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights AgentAgent hereunder.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On Agent hereunder; but, on request of Parent or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights AgentAgent hereunder.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to the Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this CVR Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of the Parent or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent the Company and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent the Company or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, trusts powers and duties CVR Trusts of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent the Company and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent the Company or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent MidSouth and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent MidSouth or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, duties and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent and to the retiring resigning or removed Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On Agent hereunder; but, on request of Parent or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights AgentAgent hereunder.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent Parent, the Stockholder Representative and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; provided, that upon the request of Parent Parent, the Stockholder Representative or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. (a) Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent Buyer and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent Buyer or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent and to the retiring predecessor Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring predecessor Rights Agent. On request of Parent or the successor Rights Agent, the retiring predecessor Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring predecessor Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent Parent, Company and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent Parent, the Shareholders’ Representative and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent Parent, the Shareholders’ Representative or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, trusts and duties of the retiring Rights Agent.. 4. COVENANTS 4.1

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior pursuant to such appointment, Section 3.3(b) will execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall will execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent the Buyer and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; but, on request of Parent the Buyer or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior pursuant to such appointment, Section 3.3(b) shall execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On ; provided, that upon the request of Parent or the successor Rights Agent, the such retiring Rights Agent shall execute and deliver an instrument transferring to the such successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.

Acceptance of Appointment by Successor. Every successor Rights Agent appointed hereunder shall, at or prior to such appointment, shall execute, acknowledge and deliver to Parent Purchaser and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent Purchaser or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, trusts and duties of the retiring Rights Agent, except for such rights of the retiring Rights Agent which expressly survive its termination or resignation hereunder.

Acceptance of Appointment by Successor. Every Each successor Rights Agent appointed hereunder shall, at or prior to such appointment, will execute, acknowledge and deliver to Parent and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall will become vested with all the rights, powers, trusts and duties of the retiring Rights Agent. On request of Parent or the successor Rights Agent, the retiring Rights Agent shall will execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers, powers and trusts and duties of the retiring Rights Agent.