Common use of Resignation of an Agent Clause in Contracts

Resignation of an Agent. Any of the Agents may resign at any time by giving notice thereof (a) with respect to the resignation of the Global Agent, to the Lenders, the Borrowers and the Facility Agents, and (b) with respect to the resignation of any Applicable Facility Agent, to the Applicable Lenders, the Applicable Borrowers, the Company and the Global Agent. Upon any such resignation of the Global Agent, the Required Lenders with respect to the Total Facilities shall have the right to appoint a successor Global Agent, which shall be a Lender under the Total Facilities at such time and which, so long as no Default or Event of Default exists, shall be acceptable to the Company, which acceptance shall not be unreasonably withheld or delayed. Upon any such 115 122 resignation of an Applicable Facility Agent, the Required Lenders with respect to the specific Facility shall have the right to appoint a successor Facility Agent for such Facility, which shall be a Lender under such Facility at such time and which, so long as no Default or Event of Default exists, shall be acceptable to the Company, which acceptance shall not be unreasonable withheld or delayed. If no successor Global Agent or Applicable Facility Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Global Agent or Applicable Facility Agent's giving of notice of resignation, then the resignation of the retiring Global Agent or Applicable Facility Agent as the case may be, shall nonetheless thereupon be effective and the Facility Agents, in the case of the Global Agent's resignation, or the Applicable Facility Lenders, in the case of an Applicable Facility Agent's resignation, shall perform all the obligations of the retiring Agent hereunder until such time, if any, as the Required Lenders shall appoint a successor Agent as provided for above. Upon the acceptance of any appointment as Global Agent or Applicable Facility Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Global Agent or Applicable Facility Agent, and the retiring Global Agent or Applicable Facility Agent shall be discharged from its duties and obligations hereunder. After any retiring Global Agent or Applicable Facility Agent's resignation hereunder as Global Agent or Applicable Facility Agent, the provisions of this Article XII 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 Global Agent or Applicable Facility Agent.

Appears in 1 contract

Samples: Credit Agreement (American Greetings Corp)

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Resignation of an Agent. Any of the Agents may resign at any time by giving notice thereof (a) with respect to the resignation of the Global Agent, to the Lenders, the Borrowers and the Facility Agents, and (b) with respect to the resignation of any Applicable Facility Agent, to the Applicable Lenders, the Applicable Borrowers, the Company and the 117 124 Global Agent. Upon any such resignation of the Global Agent, the Required Lenders with respect to the Total Facilities shall have the right to appoint a successor Global Agent, which shall be a Lender under or a Lender Affiliate with respect to the Total Facilities at such time and which, so long as no Default or Event of Default exists, shall be acceptable to the Company, which acceptance shall not be unreasonably withheld or delayed. Upon any such 115 122 resignation of an Applicable Facility Agent, the Required Lenders with respect to the specific Facility shall have the right to appoint a successor Facility Agent for such Facility, which shall be a Lender under or a Lender Affiliate with respect to such Facility at such time and which, so long as no Default or Event of Default exists, shall be acceptable to the Company, which acceptance shall not be unreasonable unreasonably withheld or delayed. If no successor Global Agent or Applicable Facility Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Global Agent or Applicable Facility Agent's giving of notice of resignation, then the resignation of the retiring Global Agent or Applicable Facility Agent as the case may be, shall nonetheless thereupon be effective and the Facility Agents, in the case of the Global Agent's resignation, or the Applicable Facility Lenders, in the case of an Applicable Facility Agent's resignation, shall perform all the obligations of the retiring Agent hereunder until such time, if any, as the Required Lenders shall appoint a successor Agent as provided for above. Upon the acceptance of any appointment as Global Agent or Applicable Facility Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Global Agent or Applicable Facility Agent, and the retiring Global Agent or Applicable Facility Agent shall be discharged from its duties and obligations hereunder. After any retiring Global Agent or Applicable Facility Agent's resignation hereunder as Global Agent or Applicable Facility Agent, the provisions of this Article XII 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 Global Agent or Applicable Facility Agent.

Appears in 1 contract

Samples: Credit Agreement (American Greetings Corp)

Resignation of an Agent. Any of the Agents Agent may resign at any time by giving notice thereof (a) with respect to the resignation of the Global Agent, to the Lenders, the Borrowers Company and the Facility Agents, and (b) with respect to the resignation of any Applicable applicable Facility Agent, to the Applicable applicable Lenders, the Applicable Borrowers, the Company and the Global Agent. Upon any such resignation of the Global Agent, the Required Requisite Lenders with respect to the Total Facilities shall have the right to appoint a successor Global Agent, which shall be a Lender under the Total Facilities at such time and which, so long as no Default or Event of Default exists, shall be acceptable to the Company, which acceptance shall not be unreasonably withheld or delayed. Upon any such 115 122 resignation of an Applicable applicable Facility Agent, the Required applicable Requisite Class Lenders with respect to the specific applicable Facility shall have the right to appoint a successor Facility Agent for such Facility, which shall be a Lender under such Facility at such time and which, so long as no Default or Event of Default exists, shall be acceptable to the Company, which acceptance shall not be unreasonable withheld or delayed. If no successor Global Agent or Applicable applicable Facility Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Global Agent or Applicable applicable Facility Agent's giving of notice of resignation, then the resignation of the retiring Global Agent or Applicable applicable Facility Agent as the case may be, shall nonetheless thereupon be effective and the Facility Agents, in the case of the Global Agent's resignation, or the Applicable applicable Facility Lenders, in the case of an Applicable applicable Facility Agent's resignation, shall perform all the obligations of the retiring Agent hereunder until such time, if any, as the Required Requisite Lenders shall appoint a successor Agent as provided for above. Upon the acceptance of any appointment as Global Agent or Applicable applicable Facility Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Global Agent or Applicable applicable Facility Agent, and the retiring Global Agent or Applicable applicable Facility Agent shall be discharged from its duties and obligations hereunder. After any retiring Global Agent or Applicable applicable Facility Agent's resignation hereunder as Global Agent or Applicable applicable Facility Agent, the provisions of this Article XII Section 9 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 Global Agent or Applicable applicable Facility Agent.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Stryker Corp)

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Resignation of an Agent. Any of the Agents may resign at any time by giving notice thereof (a) with respect to the resignation of the Global Agent, to the Lenders, the Borrowers and the Facility Agents, and (b) with respect to the resignation of any Applicable Facility Agent, to the Applicable Lenders, the Applicable Borrowers, the Company and the Global Agent. Upon any such resignation of the Global Agent, the Required Lenders with respect to the Total Facilities shall have the right to appoint a successor Global Agent, which shall be a Lender under or a Lender Affiliate with respect to the Total Facilities at such time and which, so long as no Default or Event of Default exists, shall be acceptable to the Company, which acceptance shall not be unreasonably withheld or delayed. Upon any such 115 122 resignation of an Applicable Facility Agent, the Required Lenders with respect to the specific Facility shall have the right to appoint a successor Facility Agent for such Facility, which shall be a Lender under or a Lender Affiliate with respect to such Facility at such time and which, so long as no Default or Event of Default exists, shall be acceptable to the Company, which acceptance shall not be unreasonable unreasonably withheld or delayed. If no successor Global Agent or Applicable Facility Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Global Agent or Applicable Facility Agent's giving of notice of 141 148 resignation, then the resignation of the retiring Global Agent or Applicable Facility Agent as the case may be, shall nonetheless thereupon be effective and the Facility Agents, in the case of the Global Agent's resignation, or the Applicable Facility Lenders, in the case of an Applicable Facility Agent's resignation, shall perform all the obligations of the retiring Agent hereunder until such time, if any, as the Required Lenders shall appoint a successor Agent as provided for above. Upon the acceptance of any appointment as Global Agent or Applicable Facility Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Global Agent or Applicable Facility Agent, and the retiring Global Agent or Applicable Facility Agent shall be discharged from its duties and obligations hereunder. After any retiring Global Agent or Applicable Facility Agent's resignation hereunder as Global Agent or Applicable Facility Agent, the provisions of this Article ARTICLE XII 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 Global Agent or Applicable Facility Agent. Notwithstanding the foregoing, and providing the Canadian Facility Agent is a Schedule II Bank, the Canadian Facility Agent may, at any time, resign as Canadian Facility Agent and appoint as successor Canadian Facility Agent a Schedule III Bank that is an affiliate of the Canadian Facility Agent. Such resignation and appointment shall be effective upon notice to the Global Agent, the Lenders, the Borrowers and the Facility Agents.

Appears in 1 contract

Samples: Credit Agreement (American Greetings Corp)

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