Resignation and Removal of Custodian. 1. The Custodian may resign at any time by giving at least 30 days’ written notice to the Responsible Individual. The Custodian may resign and appoint a successor custodian or trustee to serve under this Xxxxxxxxx ESA Custodial Agreement or under another governing instrument selected by the successor custodian or trustee by giving the Responsible Individual written notice at least 30 days prior to the effective date of such resignation and appointment, which notice shall also include a copy of such other governing instrument, if applicable. The Responsible Individual shall then have 30 days from the date of such notice to either request a complete distribution of the Custodial Account or designate a different successor custodian or trustee. If the Responsible Individual does not request distribution of the Custodial Account or designate a different successor within such 30 days, the Responsible Individual shall be deemed to have consented to the appointment of the successor custodian or trustee and the terms of any new governing instrument. No executed written instrument of any Account Party shall be required to effect such transfer. The successor custodian may rely on any information, including death beneficiary designations, previously provided to the Custodian.
2. The Responsible Individual may at any time, at the sole cost and expense of the Custodial Account, remove the Custodian and replace the Custodian with a successor custodian or trustee of the Responsible Individual’s choice by giving 30 days’ written notice to the Custodian. In such event, the Custodian shall liquidate all Investments in the Custodial Account and transfer the cash liquidation proceeds to the successor custodian in accordance with standard industry practices, including the receipt of all appropriate signed documentation, and otherwise as reasonably directed by the Responsible Individual. However, the Custodian may retain a portion of the Investments in the Custodial Account as a reserve for payment of any anticipated remaining fees and expenses, and shall pay over any remainder of this reserve to the successor custodian or trustee upon satisfaction of such fees and expenses. The Custodian may decline to act under this Section P. if any course of conduct requested of the Custodian by the Responsible Individual could reasonably be interpreted to be a violation of any law or regulation.
3. Any successor trustee or custodian shall be a bank (as defined in Code Section 408(n)) or suc...
Resignation and Removal of Custodian. (a) The Custodian may at any time resign hereunder by giving written notice of its resignation to the Owner at least one hundred and twenty (120) days prior to the date specified for such resignation to take effect, and upon the effective date of such resignation, the Custodial Assets hereunder shall be delivered by it to such person as may be designated in writing by the Owner, whereupon all the Custodian’s obligations hereunder shall cease and terminate. If no such person shall have been designated by such date, all obligations of the Custodian hereunder shall, nevertheless, cease and terminate. The Custodian’s sole responsibility thereafter shall be to keep safely all Custodial Assets then held by it and to deliver the same to a person designated by the Owner or in accordance with the direction of a final order or judgment of a court of competent jurisdiction.
(b) The Owner may remove the Custodian at any time by giving the Custodian at least thirty (30) days’ prior written notice. Upon receipt of the identity of the successor Custodian as designated by the Owner in writing, the Custodian shall either deliver the Custodial Assets then held hereunder to the successor Custodian, less the Custodian’s fees, costs and expenses or other obligations owed to the Custodian, or hold such Assets (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon delivery of the Custodial Assets to successor Custodian, the Custodian shall have no further duties, responsibilities or obligations hereunder.
Resignation and Removal of Custodian. (a) Subject to subsection (d) below, the Custodian may resign its duties hereunder by providing the Administrative Agent, the Borrower and the Manager with at least 60 days’ prior written notice, unless it has received notice of any amendment, modification, supplement or waiver to any related agreement that materially adversely affects the obligations of the Custodian or adversely affects or otherwise modifies the compensation of the Custodian as set forth in Section 3 hereof, in which case the Custodian may resign its duties hereunder upon 10 days’ prior written notice to such parties.
(b) Subject to subsection (d) below, the Borrower or the Manager may, with the written consent of the Administrative Agent, remove the Custodian without cause by providing the Custodian and the Administrative Agent with at least 60 days’ prior written notice.
(c) Subject to subsection (d) below, the Borrower or the Manager may, with the written consent of the Administrative Agent remove the Custodian immediately upon written notice of termination to the Custodian and the Administrative Agent if any of the following events shall occur:
(i) the Custodian shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within 10 days such assurance of cure as shall be reasonably satisfactory to the Borrower or the Manager);
(ii) the Custodian is dissolved (other than pursuant to a consolidation, amalgamation or merger) or has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(iii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 30 days, in respect of the Custodian in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Custodian or any substantial part of its property or order the winding up or liquidation of its affairs; or
(iv) the Custodian shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to th...
Resignation and Removal of Custodian. Section 4.1 Removal 4 Section 4.2 Resignation 5 Section 4.3 Appointment of Successor 5 Section 4.4 Effectiveness of Resignation or Removal 5 Section 4.5 Acceptance by Successor 6
Resignation and Removal of Custodian. Section 4.1. Removal...............................................................5 Section 4.2. Resignation...........................................................6 Section 4.3. Appointment of Successor..............................................6 Section 4.4. Effectiveness of Resignation or Removal...............................6 Section 4.5. Acceptance by Successor...............................................6
Resignation and Removal of Custodian. (a) The Custodian may resign at any time by giving at least sixty (60) days notice to the Sponsor, in which case the Sponsor shall appoint a successor trustee or custodian to serve under this agreement or under another governing instrument selected by the successor trustee or custodian by giving the Depositor written notice at least 30 days prior to the effective date of such resignation and appointment, which notice shall also include a copy of such other governing instrument, if applicable, and the related disclosure statement. The Depositor shall then have thirty
Resignation and Removal of Custodian. Custodian may resign from the performance of its duties hereunder at any time by giving ten (10) days' prior written notice to the Depositor or may be removed, with or without cause, by the Depositor at any time by the giving of ten (10) days' prior written notice to Custodian. Such resignation or removal shall take effect upon the appointment of a successor Custodian as provided hereinbelow. Upon any such notice of resignation or removal, the Depositor shall appoint a successor Custodian hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000. Upon the acceptance in writing of any appointment as Custodian hereunder by a successor Custodian, such successor Custodian shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Custodian, and the retiring Custodian shall be discharged from its duties and obligations under this Custodian Agreement, but shall not be discharged from any liability for actions taken as Custodian hereunder prior to such succession. After any retiring Custodian's resignation or removal, the provisions of this Custodian Agreement (shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Custodian under this Custodian Agreement.
Resignation and Removal of Custodian. Section 4.1 Removal.....................................................4 Section 4.2 Resignation.................................................5 Section 4.3 Appointment of Successor....................................5 Section 4.4 Effectiveness of Resignation or Removal.....................5 Section 4.5 Acceptance by Successor.....................................6 ARTICLE V MISCELLANEOUS Section 5.1 Term of Agreement...........................................6 Section 5.2 No Assumption of Liability..................................6 Section 5.3 Notices.....................................................6 Section 5.4 Governing Law; Severability.................................6 Section 5.5 Amendments; Waivers.........................................6 Section 5.6 Non-Assignability...........................................7 Section 5.7 Provisions of Law to Control................................7 Section 5.8 No Third Party Rights; Successors and Assigns...............7 Section 5.9 Counterparts................................................7 CUSTODIAN AGREEMENT CUSTODIAN AGREEMENT, dated as of ______ , 2005, between Wilmington Trust Company, a Delaware banking corporation (the "Custodian"), and _________ Mandatorily Exchangeable Securities Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of [ _____ ], 2005 among Xxxxxxx, Xxxxx & Co., as sponsor (the "Sponsor"), Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, III, Xxxxx X. X'Xxxxx (collectively, the "Trustees"), and Wilmington Trust Company, a Delaware banking corporation, as institutional trustee (the "Institutional Trustee") (the "Trust Agreement") (such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the "Trust").
Resignation and Removal of Custodian. The Custodian may resign at any time by providing at least 30 days written notice to the Responsible Individual. The Custodian may resign and appoint a successor trustee or custodian to serve under this Agreement or under another governing instrument selected by the successor trustee or custodian by giving the Responsible Individual written notice at least 30 days prior to the effective date of such resignation and appointment, which notice shall also include a copy of such other governing instrument, if applicable, and the related disclosure statement. The Responsible Individual shall then have 30 days from the date of such notice to either request a complete distribution of the account balance or designate a different successor trustee or custodian. If the Responsible Individual does not request distribution of the account or designate a different successor trustee or custodian then the Responsible Individual shall be deemed to have consented to the appointment of the successor trustee or custodian and the term of any new governing instrument, and neither the Depositor, Designated Beneficiary, Responsible Individual nor the successor shall be required to execute any written document to complete the transfer of the accounts to the successor trustee or custodian. The successor trustee or custodian may rely on any information, including death beneficiary designation, previously provided by the Depositor or Responsible Individual.
Resignation and Removal of Custodian. The Custodian may resign at any time upon 30 days' notice in writing to Xxxxxx Associates, Inc., the Sponsor of the funds issuing the Shares (the "Sponsor") and Participant and may be removed by the Sponsor or Participant at any time upon 30 days' notice in writing to the Custodian. Upon any such resignation or removal, the Sponsor will appoint a successor custodian qualified under Code Section 401(f)(2). After written acceptance by the successor custodian so appointed, the Custodian will transfer all assets of and records pertaining to the Account to the successor custodian. The Custodian is authorized, however, to reserve such sum of money or property as it may reasonably deem advisable for the payment of its fees, compensation, costs and expenses, or for payment of any other liabilities constituting a charge on or against the assets of the Account or upon or against the Custodian, with any balance to be paid over to the successor custodian within a reasonable time after its resignation or removal. The Custodian will have a lien on the assets of the Participant's Account to the extent of any such charges. The successor custodian will hold all assets and records delivered to it in accordance with the terms hereof. The Custodian shall not be liable for the acts or omissions of any successor custodian upon the transfer of assets of the account to a successor custodian, the resigning or removed custodian shall be relieved of all further liability with respect to this agreement, the account and the assets thereof.
