Common use of Replacement of Agent Clause in Contracts

Replacement of Agent. (a) The Agent may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Sellers not less than 45 days' prior notice in writing or such shorter prior notice as the Sellers may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Agent and to appoint a new warrant agent. In the event of the Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Sellers shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the Sellers, the retiring Agent or any Warrantholder may apply to a justice of the Ontario Court of Justice (General Division) at the Seller's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant Agent so appointed by the Seller or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Sellers, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Agent and appointment of a successor warrant Agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Sellers, the predecessor Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Agent hereunder and all securities, documents of title and other instruments, and all monies and properties, held by the Agent hereunder.

Replacement of Agent. (a) The Agent may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Sellers Corporation not less than 45 30 days' prior notice in writing or such shorter prior notice as the Sellers Corporation may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Agent and to appoint a new warrant agent. In the event of the Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Sellers Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the SellersCorporation, the retiring Agent or any Warrantholder may apply to a justice of the Ontario Court of Justice (General Division) at the SellerCorporation's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant Agent so appointed by the Seller Corporation or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the SellersCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Agent and appointment of a successor warrant Agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the SellersCorporation, the predecessor Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Agent hereunder and all securities, documents of title and other instruments, and all monies and properties, held by the Agent hereunder.

Replacement of Agent. (a) The Agent may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Sellers Corporation not less than 45 days' prior notice in writing or such shorter prior notice as the Sellers Corporation may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Agent and to appoint a new warrant agent. In the event of the Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Sellers Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Warrantholders; failing such appointment by the SellersCorporation, the retiring Agent or any Warrantholder may apply to a justice of the Ontario Court of Justice (General Division) at the SellerCorporation's expense, on such notice as such justice may direct, for the appointment of a new warrant agent; but any new warrant Agent so appointed by the Seller Corporation or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the SellersCorporation, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Agent and appointment of a successor warrant Agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the SellersCorporation, the predecessor Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Agent hereunder and all securities, documents of title and other instruments, and all monies and properties, held by the Agent hereunder.

Replacement of Agent. The Required Lenders may request by notice to the Administrative Agent and the Borrower that the Administrative Agent resign. Upon receipt of any such notice the Administrative Agent shall resign, effective 10 days after receipt of such notice, as Administrative Agent under this Agreement and the other Loan Documents, and the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (a) The Agent may resign its trust unless an Event of Default shall have occurred and be discharged from all further duties continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed and liabilities hereunder by giving provided that the approval of the Borrower shall not be required for any Lender that was a Lender on the Extension Date), whereupon such successor agent shall succeed to the Sellers not less than 45 days' prior notice in writing or such shorter prior notice as the Sellers may accept as sufficient. The Warrantholders by extraordinary resolution shall have the power at any time to remove the existing Agent rights, powers and to appoint a new warrant agent. In the event duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent resigning shall be terminated, without any other or being removed as aforesaid further act or being dissolved, becoming bankrupt, going into liquidation deed on the part of such former Administrative Agent or otherwise becoming incapable any of acting hereunder, the Sellers shall forthwith appoint a new warrant agent unless a new warrant parties to this Agreement or any holders of the Loans. If no successor agent has already been appointed accepted appointment as Administrative Agent by the Warrantholders; failing such appointment by the Sellersdate that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Agent or any Warrantholder may apply to a justice Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the Ontario Court duties of Justice (General Division) at the Seller's expenseAdministrative Agent hereunder until such time, on such notice if any, as such justice may directthe Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, for the appointment of a new warrant agent; but any new warrant Agent so appointed by the Seller or by the Court shall be subject to removal as aforesaid by the Warrantholders. Any new warrant agent appointed under any provision provisions of this Section 9.8 8 shall inure to its benefit as to any actions taken or omitted to be a corporation authorized to carry on taken by it while it was Administrative Agent under this Agreement and the business of a trust company in the Province of Ontario and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Agent without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of the Sellers, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new warrant agent, provided that any resignation or removal of the Agent and appointment of a successor warrant Agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Sellers, the predecessor Agent, upon payment of its outstanding remuneration and expenses, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Agent hereunder and all securities, documents of title and other instruments, and all monies and properties, held by the Agent hereunderLoan Documents.