Common use of Appointment of Successor Agent Clause in Contracts

Appointment of Successor Agent. The Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Agent in place of the Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Agent or by the holder of the Warrant (who shall, with such notice, submit its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Agent at the Company’s cost. Any successor Agent, whether appointed by the Company or by such court, shall be a corporation or other business entity organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Agent with like effect as if originally named as Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Agent all the authority, powers, and rights of such predecessor Agent hereunder; and upon request of any successor Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Agent all such authority, powers, rights, immunities, duties, and obligations.

Appointment of Successor Agent. The Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. The Company may terminate this Agreement and discharge the Agent, or any successor to it hereafter appointed, after giving sixty (60) days’ notice in writing to the Agent. If the office of the Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Agent in place of the Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Agent or by the holder of the a Warrant (who shall, with such notice, submit its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Agent at the Company’s cost. Any successor Agent, whether appointed by the Company or by such court, shall be a corporation or other business entity organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Agent with like effect as if originally named as Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Agent all the authority, powers, and rights of such predecessor Agent hereunder; and upon request of any successor Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Agent all such authority, powers, rights, immunities, duties, and obligations.

Appointment of Successor Agent. The After removal of an Agent under Section 14.16 of this Agreement, or upon receipt of any notice of resignation from the Agent under Section 14.17 of this Agreement, the Required Lenders shall have the right, in consultation with TIMET, to appoint a successor Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, with combined capital and surplus in excess of $250,000,000. If no such Person shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the Agent retiring under Section 14.17 of this Agreement may on behalf of the Lenders and the Issuing Bank, appoint a successor to it hereafter appointedAgent meeting the qualifications set forth above; provided that if the Agent shall notify TIMET and the Lenders that no qualifying Person has accepted such appointment, may resign then such resignation nonetheless shall become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations under this Agreement and under the other Loan Documents, and (b) all payments, communications, and determinations provided to be made by, to, or through the Agent instead shall be made by or to each Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section 14.18 of this Agreement. Upon the acceptance of a successor’s appointment as Agent under this Agreement, such successor shall succeed to and become vested with all of the rights, powers, privileges, and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all further of its duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Agent becomes vacant by resignation obligations under this Agreement or incapacity to act or otherwise, the Company shall appoint in writing a successor Agent in place of the Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Agent or by the holder of the Warrant (who shall, with such notice, submit its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Agent at the Company’s cost. Any successor Agent, whether appointed by the Company or by such court, shall be a corporation or other business entity organized and existing under the laws other Loan Documents (if not already discharged therefrom as provided above in this Section 14.18 of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws this Agreement). The fees payable by TIMET to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any a successor Agent shall be vested with all the authoritysame as those payable to its predecessor, powers, rights, immunities, duties, unless otherwise agreed between TIMET and obligations of its predecessor Agent with like effect as if originally named as Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Agent all the authority, powers, and rights of such predecessor Agent hereunder; and upon request of any successor Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Agent all such authority, powers, rights, immunities, duties, and obligationssuccessor.