Resignation and Replacement. (a) The Facility Agent may resign as such at any time upon at least thirty (30) days prior notice to the Borrower and all the Lenders; provided, however, that no such resignation shall be effective unless a successor to it as the Facility Agent is appointed in accordance with this Clause. Following delivery of any such notice of resignation, the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender as the successor Facility Agent which shall thereupon become the Facility Agent hereunder. If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Facility Agent's giving notice of resignation, then the retiring Facility Agent may, on behalf of the Finance Parties, appoint (with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed)) a successor Facility Agent, which shall be one of the Lenders or another reputable and experienced banking or financial institution.
(b) If the Facility Agent shall default in, or commit any act of negligence or wilful misconduct in connection with, the performance of any of its material duties under any Finance Document then the Required Lenders may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), at any time upon fifteen (15) days notice to the Facility Agent and the Borrower, appoint another Lender (which shall be one of the Lenders or another reputable and experienced banking or financial institution) as a replacement Facility Agent which shall thereupon become the Facility Agent hereunder.
Resignation and Replacement. The Operator may resign as Operator upon notifying the non-Operator in writing of its resignation at any time after a Program has been approved by the Management Committee but before the commencement of the implementation of such Program, or at any time if no Program is being carried out at that time. The Management Committee shall have the right to appoint a new Operator if:
(a) the Operator defaults in its obligations as operator hereunder and fails to commence and diligently prosecute measures to remedy such default within thirty (30) days after the non-Operator shall have given written notice to the Operator of such default specifying in such notice the nature of the default;
(b) the Joint Venture Interest of the Operator becomes less than fifty percent (50%); or
(c) pursuant to section 5.1 of this Schedule C, the Operator fails to submit a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) to the Management Committee within six (6) months of the completion of the previous Program. Provided however that in the event of the occurrence of (c) above, the non-Operator shall have the right within a period of ninety (90) days of the occurrence of such event to prepare and deliver to the Operator and the Management Committee a copy of a Program requiring minimum Expenditures of at least Fifty Thousand Dollars ($50,000) and to carry out and complete such a Program within a period of one (1) year. Upon fulfillment of the foregoing, the provisions of this section 4.2 and section 5 shall for all purposes of this Agreement apply mutatis mutandis as if for such Program the Operator was the non-Operator and the non-Operator was the Operator. Provided further that notwithstanding the foregoing, Xxxxxx so long as it retains at least a fifty percent (50%) interest in the Joint Venture, shall continue to have the right to retain its position as Operator in accordance with this paragraph 4.2 following completion of a Program by the non-Operator. On any change or replacement of the Operator, the retiring Operator shall transfer all data, documents, reports, records, accounts, samples and assays in its possession or control, and relating to the Mining Operations or the Property, to the incoming Operator.
Resignation and Replacement. Agent may resign at any time as Agent under the Loan Documents by giving written notice thereof to Bankx xxx Borrxxxx, xxich resignation shall be effective upon a successor Agent's acceptance of its appointment. Borrower or the Majority Banks may replace Agent at any time following sixty (60) days' prior written notice to Agent and Bankx; xxovided, however, that Borrower shall have such right only in the absence of an Event of Default. Upon any such resignation or replacement, the Majority Banks shall have the right to appoint a successor Agent hereunder, which successor Agent shall also be reasonably acceptable to Borrxxxx. Xx no such successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of Bankx, xxpoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof having assets of at least One Billion and No/100 Dollars ($1,000,000,000.00) and which shall be reasonably acceptable to Borrower. Upon the acceptance of any appointment as Agent under the Loan Documents by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Agent's resignation or replacement as an Agent under the Loan Documents, the provisions of this Section 12.8. shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under the Loan Documents.
Resignation and Replacement. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor acceptable to the Company, such consent not to be unreasonably withheld; provided, however, that the consent of the Company shall not be required to any such appointment during the continuance of any Event of Default. If no successor 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 retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in the United States, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After the Agent's resignation hereunder, the provisions of this Article and Section 9.05 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 Agent.
Resignation and Replacement. 51 11.10 Discharge.................................................. 51 11.11
Resignation and Replacement i. Escrow Agent may resign by giving at least thirty (30) days written notice to Surety and the Representative. Upon the dissolution or resignation of Escrow Agent, Surety and the Representative shall select a successor escrow agent by mutual agreement. If Escrow Agent has not been notified of the successor on or before the 30th day, Escrow Agent may pay the Escrowed Funds and deliver any documents in its possession into the registry or custody of a court as provided for in Section 6.e below. Escrow Agent shall be entitled to any compensation accrued prior to the date of its payment and delivery of the Escrowed Funds and any such documents.
ii. Surety and the Representative may replace the Escrow Agent by the mutual agreement of Surety and the Representative and written notice to Escrow Agent, but in such event Escrow Agent shall be entitled to any compensation accrued prior to the date of its replacement.
iii. On the resignation, dissolution, or removal of Escrow Agent, Escrow Agent shall deliver any Escrowed Funds and documents held pursuant to this Agreement to its successor, or if there is no successor, to such person as jointly directed in writing by Surety and the Representative. Failing to receive such writing, Escrow Agent is authorized to deposit all of same into the registry of a court of competent jurisdiction. On the completion of such delivery to its successor or into the registry of the court, Escrow Agent shall be deemed to be removed as of such date.
Resignation and Replacement. 87 SECTION 8.04. Agent in Individual Capacity...................................87 SECTION 8.05.
Resignation and Replacement. The Stockholders’ Representative may resign at any time by giving written notice to the parties. The Stockholders’ Representative may be discharged, and replaced by another Person to act as such Stockholders’ Representative successor, by an instrument in writing signed by a majority in economic interest of the Equityholders (or their successors in interest).
Resignation and Replacement. 50 9.10 DISCHARGE.................................................................................51
Resignation and Replacement. The Escrow Agent may resign at any time upon 30 calendar days' advance notice to Athena and the Company, and Athena and the Company may terminate the agency of the Escrow Agent at any time, with or without cause, by notice to the Escrow Agent. If the Escrow Agent resigns, is terminated by Xxxxxx and the Company, or ceases for any other reason to serve as the escrow agent under this Agreement, Xxxxxx and the Company may appoint a successor agent. If Xxxxxx and the Company do not appoint a successor Xxxxxx Agent, or if the appointed successor Xxxxxx Agent does not accept that appointment within 15 calendar days after the effective date of the retiring Escrow Agent's resignation or termination, the retiring Escrow Agent may appoint, following consultation with Xxxxxx and the Company, a successor Xxxxxx Agent on behalf of Athena and the Company to serve as the Escrow Agent under this Agreement. Upon acceptance of its appointment as the Escrow Agent under this Agreement, a successor Xxxxxx Agent will succeed to, and become vested with, all the rights, duties, powers, and privileges of the retiring Escrow Agent, and the retiring Escrow Agent will be discharged from its duties and obligations under this Agreement. This Agreement, and the escrow of the Payments pursuant to it, will not terminate or cease to be effective for want of an Escrow Agent.
