Successor Bank. (a) The Board may appoint a successor institutional trustee or custodian by delivering to such successor an instrument in writing, executed by an authorized representative of the Board, appointing such successor entity, and by delivering to the removed or resigning Bank an acceptance in writing, executed by the successor so appointed. Such appointment shall take effect upon the date specified in Section 7.1 or 7.2 above, as applicable.
(b) Alternatively, the Board may appoint a successor institutional trustee or custodian by securing from such successor an amendment to this Trust Agreement, executed by both the successor and an authorized representative of the Board, which replaces the current Bank with the successor institutional trustee or custodian, appointing such successor institutional trustee or custodian, and by delivering to the removed or resigning Bank an executed copy of the amendment. Such appointment shall take effect upon the date specified in the amendment.
(c) If no appointment of a successor institutional trustee or custodian is made by the Board within a reasonable time after such resignation, removal or other event, any court of competent jurisdiction may, upon application by the retiring Bank, appoint a successor institutional trustee or custodian after such notice to the Board and the retiring Bank, as such court may deem suitable and proper.
Successor Bank. Unless this Trust be sooner terminated, a successor to the business of the Bank, by whatever form or manner resulting, which succeeds said Bank under the Plan as therein provided shall, upon notice in writing from the Administrator that all action required by the Plan to effect such succession has been taken, also succeed to all the rights, powers and duties of such Bank hereunder.
Successor Bank. Promptly upon removal of, or receipt of a notice of resignation from, the Bank, a successor shall be appointed by ArbiterPay and the successor will execute and deliver to its predecessor an instrument accepting such appointment. Such successor shall assume all powers, rights and obligations of such predecessor.
Successor Bank. Any other provision of this Agreement or the Bank Agreement to the contrary notwithstanding, as between Liberty Tax and NetSpend, NetSpend shall have the right at any time to cause another national bank, federal savings bank or federal savings association other than the initial Issuing Bank to become the issuer of the Liberty Tax/NetSpend Cards, and, upon NetSpend’s request, Liberty Tax agrees to exert its commercially reasonable efforts to facilitate substituting another bank or savings association (the or a “Successor Bank”) for the initial Issuing Bank for all purposes of this Agreement, including such amendments hereto as reasonably required by the Successor Bank, it being understood that the Parties intend that the material terms of this Agreement shall be unaffected by any such substitution of a Successor Bank for the initial Issuing Bank. For purposes of the foregoing provision, Liberty Tax agrees that it will enter into an agreement (the “Successor Bank Agreement”) comparable in terms and effect to the Bank Agreement with NetSpend and any such Successor Bank, provided (i) the terms of the Successor Agreement shall be no more burdensome upon Liberty Tax in any material respect than is the Bank Agreement and (ii) except with respect to Liberty Tax/NetSpend Cards issued by the initial Issuing Bank prior to the effective date of the Successor Bank Agreement, Liberty Tax shall be fully released from continuing liabilities to the initial Issuing Bank under the Bank Agreement.
Successor Bank. NetSpend shall have the right at any time to cause another national bank, federal savings bank or federal savings association other than the initial Issuing Bank to become the issuer of the Liberty Tax/NetSpend Cards, and, upon NetSpend’s, Franchisee agrees to exert its commercially reasonable efforts to facilitate substituting another bank or savings association (the or a “Successor Bank”) for the initial Issuing Bank for all purposes of this Agreement, including such amendments hereto as reasonably required by the Successor Bank.
Successor Bank. Any other provision of this Agreement or the Bank Agreement to the contrary notwithstanding, NetSpend shall have the right at any time with the prior approval of ACE, not to be unreasonably withheld, conditioned or delayed, to cause a national bank, federal savings bank or federal savings association (each such institution, a “Successor Bank”) to become an additional or alternative issuer of NetSpend Cards contemplated to be distributed under the terms of this Agreement (such Successor Bank to be an Issuing Bank for all purposes under this Agreement). If NetSpend determines that it would be desirable or advantageous to engage a Successor Bank to serve as an Issuing Bank, NetSpend shall consult with ACE regarding the engagement of such Successor Bank during the sixty (60) day period following ACE’s receipt of notice of NetSpend’s desire to engage such Successor Bank. ACE agrees that it will enter into an agreement (the “Successor Bank Agreement”) comparable in terms and effect to the Bank Agreement with NetSpend and any such Successor Bank (such Successor Bank
Successor Bank. Nothing in this indenture shall prevent the reorganization or reconstruction of the Bank or the consolidation, amalgamation or merger of the Bank with any other bank or shall prevent the transfer by the Bank of its undertaking and assets as a whole or substantially as a whole to another bank, lawfully entitled to acquire and operate the same, provided that the conditions of this Article be observed, and provided also that every such successor or assign shall, as part of such reorganization, reconstruction, consolidation, amalgamation, merger or transfer, and in consideration thereof, enter into and execute an indenture or indentures supplemental hereto in favour of the Trustee whereby such successor or assign covenants:
(a) to pay punctually when due the principal moneys, premium, if any, interest and other moneys due or which may become due hereunder; and
(b) to perform and observe punctually all the obligations of the Bank hereunder and under and in respect of all outstanding Debentures; and
(c) to observe and perform every covenant, stipulation, promise, undertaking, condition and agreement of the Bank herein contained as fully and completely as if it had itself executed this indenture as party of the First Part hereto and had expressly agreed herein to observe and perform the same, and shall sign and execute all such other deeds and documents as the Trustee may be advised by Counsel are necessary or advisable in the premises. Provided that every such reorganization, reconstruction, consolidation, amalgamation, merger or transfer shall be made on such terms and at such times and otherwise in such manner as shall be approved by the Bank and by the Trustee as not being prejudicial to the interests of the debentureholders and as preserving and not impairing the rights and powers of the Trustee and the debentureholders hereunder, and upon such approval and consent the Trustee shall facilitate the same in all respects, and may give such consents and sign, execute or join in such documents and do such acts as in its discretion may be thought advisable in order that such reorganization, reconstruction, consolidation, amalgamation, merger or transfer may be carried out. The Bank shall furnish to the Trustee an opinion of Counsel to the effect that such reorganization, reconstruction, consolidation, amalgamation, merger or transfer is on such terms as will substantially preserve and not impair the rights and powers of the Trustee and the debentureholders hereund...
Successor Bank. 21 LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT THIS LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this "AGREEMENT"), dated as of the 1st day of August, 1997, between KLEARFOLD, INC., a corporation for profit duly formed and validly existing under the laws of the Commonwealth of Pennsylvania and having its chief executive office at 000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "COMPANY"), and MELLON BANK, N.A., a national banking association having a business office at Plymouth Meeting Executive Campus, 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 ("MELLON").
Successor Bank. Any corporation or association into which -------------- Mellon may be converted or merged, or with which it or any successor to it may be consolidated, or to which corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and ---------- become successor Mellon hereunder and vested with all of the title to the whole property hereunder and all the powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing or any instrument or any further act on the part of any of the parties hereto, anything to the contrary notwithstanding.
Successor Bank. If a successor custodian shall be appointed by the Board of Directors of the Fund, the Bank shall, upon termination, deliver to such successor custodian at the office of the Bank, duly endorsed and in the form for transfer to an account of the successor custodian all of the Fund's securities held in a Securities System. If no such successor custodian shall be appointed, the Bank shall, in like manner, upon receipt of a certified copy of a vote of the Board of Directors of the Fund, deliver at the office of the Bank and transfer such securities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Bank on or before the date when such termination shall become effective, then the Bank shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Company Act of 1940, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, or not less than $25,000,000, all securities, funds and other properties held by the Bank and all instruments held by the Bank relative thereto and all other property held by it under this Contract and to transfer to an account of such successor custodian all of the Fund's securities held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Bank under this Contract. In the event that securities, funds and other properties remain in the possession of the Bank after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Bank shall be entitled to fair compensation for its services during such period as the Bank retains possession of such securities, Funds and other properties and the provisions of this Contract relating to the duties and obligations of the Bank shall remain in full force and effect.
