Successor Paying Agent Clause Samples
Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days’ prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent that is satisfactory to the Administrative Agent and, to the extent no Event of Default or Amortization Event has occurred and is continuing, the Borrower, has been appointed hereunder. The Paying Agent may be removed at any time for cause by at least thirty (30) days’ prior written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent that is satisfactory to the Borrower (unless an Event of Default or Amortization Event has occurred and is continuing). If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may, at the sole expense (including all fees, costs and expenses (including attorneys’ reasonable and documented fees and expenses) incurred in connection with such petition) of the Borrower, petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Paying Agent hereunder. If the Paying Agent consolidates with, merges or converts into, or transfers or sells all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Paying Agent.
Successor Paying Agent. (a) The Paying Agent may resign as Paying Agent upon thirty (30) days’ notice to the Lenders with such resignation becoming effective upon a successor succeeding to the rights, powers and duties of Paying Agent pursuant to this Section 14.2(a); provided, that, if no successor Paying Agent is timely appointed, and shall have timely accepted such appointment, then the Paying Agent may, at the sole expense of the Borrower (including with respect to attorney’s fees and expenses), petition any court of competent jurisdiction for the appointment of a successor Paying Agent. If the Paying Agent shall resign as Paying Agent under this Agreement, then the Administrative Agent (with the consent of the Required Lenders) shall appoint a successor Paying Agent. Any successor Paying Agent shall succeed to the rights, powers and duties of the resigning Paying Agent, and the term “Paying Agent” shall mean such successor Paying Agent effective upon its appointment, and the former Paying Agent’s rights, powers and duties as Paying Agent shall be terminated, without any other or further act or deed on the part of the former Paying Agent or any of the parties to this Agreement. After the retiring Paying Agent’s resignation as Paying Agent, the provisions of this Article XIV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Paying Agent under this Agreement. Any successor Paying Agent appointed hereunder shall be a state or national bank or trust company that is not an Affiliate of the Borrower, that has a deposit rating of at least “A2” or a short-term debt rating of at least “P-1” by ▇▇▇▇▇’▇ and capital and surplus of at least U.S.$200,000,000 and that is a Securities Intermediary.
Successor Paying Agent. Any bank or trust company with or into which any Paying Agent may be merged or consolidated, or to which the assets or business of such Paying Agent may be sold, shall be deemed a successor of such Paying Agent for the purposes of this Indenture. If the position of any Paying Agent becomes vacant for any reason, the Authority may, within thirty (30) days thereafter, appoint another bank or trust company as Paying Agent to fill such vacancy; provided, however, if the Authority fails to make such appointment the Trustee may do so.
Successor Paying Agent. Paying Agent May File Proofs of Claim.
Successor Paying Agent. Paying Agent may resign at any time by giving 30 days' prior written notice thereof to Lenders and Company, and Paying Agent may be removed at any time with or without cause upon 30 days' prior written notice by Administrative Agent in an instrument in writing delivered to Company and Paying Agent. Upon any such notice of resignation or any such removal, Administrative Agent shall have the right, upon ten Business Days' notice to Company, to appoint a successor Paying Agent reasonably acceptable to Company; provided that such acceptance of Company shall not be required, so long as any Potential Event of Default or Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Paying Agent hereunder by a successor Paying Agent, that successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Paying Agent and the retiring or removed Paying Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Paying Agent's resignation or removal hereunder as Paying Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Paying Agent under this Agreement.
Successor Paying Agent. The Paying Agent may resign at any time by giving at least thirty (30) days prior written notice thereof to the other parties hereto; provided, that no such resignation shall become effective until a successor Paying Agent has been appointed hereunder. The Paying Agent may be removed at any time for cause by written notice received by the Paying Agent from the Administrative Agent. Upon any such resignation or removal, the Administrative Agent shall have the right to appoint a successor Paying Agent. If no successor Paying Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the exiting Paying Agent’s giving notice of resignation or receipt of notice of removal, then the exiting Paying Agent may petition a court of competent jurisdiction to appoint a successor Paying Agent. Upon the acceptance of any appointment as the Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the exiting Paying Agent, and the exiting Paying Agent shall be discharged from its duties and obligations hereunder. After any exiting Paying Agent’s resignation hereunder, the provisions of this Article XIX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Paying Agent hereunder.
Successor Paying Agent. 12 Section 4.10 Employment of Paying Agent and Counsel............. 12 Section 4.11
Successor Paying Agent. If the Paying Agent shall resign or be discharged from its duties and obligations under the Order, the Issuer shall appoint a successor Paying Agent pursuant to the terms of the Order; provided, however, the successor agent shall be reasonably acceptable to the Provider. The Issuer agrees that if the Paying Agent fails for any reason to perform its duties to the Provider under this Agreement in accordance with the terms hereof, or is at any time Insolvent or breaches in any material respect its representations and warranties to the Provider hereunder, the Issuer shall promptly, upon request of the Provider, appoint a successor Paying Agent acceptable to the Provider.
Successor Paying Agent. The Issuer may at any time resign its position as the Paying Agent. Prior to its resignation, the Issuer must appoint a successor Paying Agent for any or all of the purposes described in this Article III; provided that so long as any Convertible Bonds are listed for trade on the TASE and the rules of the TASE so require, a Paying Agent must be maintained in Israel and the successor Paying Agent must maintain an office where notices and demands to or upon the Issuer in respect of the Convertible Bonds and this Indenture may be served and where such Convertible Bonds may be presented or surrendered for payment or surrendered for registration of transfer, exchange or conversion. The Issuer shall give prompt notice to the Trustees and the Bondholders of the appointment of any such successor Paying Agent and of the location of any office and any change in the location of any office maintained by such successor Paying Agent. In the event that such successor Paying Agent has been appointed, then on or before the first Business Day immediately preceding each Payment Date, the Issuer shall deposit with such successor Paying Agent an aggregate sum sufficient to pay the amounts then becoming due, such sum to be held in trust for the benefit of the Bondholders entitled thereto, and shall promptly notify the Trustees in writing of its action regarding the deposit of such sums or failure so to act.
Successor Paying Agent. The Paying Agent, may resign as Paying Agent upon 30 days' notice to the Lenders. If the Paying Agent shall resign as Paying Agent under this Agreement and the other Loan Documents then the Majority Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent (provided that it shall have been approved by the Borrower), shall succeed to the rights, powers and duties of the Paying Agent, hereunder. Effective upon such appointment and approval, the term "Paying Agent" shall mean and include such successor agent, and the former Paying Agent's rights, powers and duties as Paying Agent shall be terminated, without any other or further act or deed on the part of such former Paying Agent any of the parties to this Agreement or any holders of the Loans. After any retiring Paying Agent's resignation as Paying Agent the provisions of this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Paying Agent under this Agreement and the other Loan Documents.