Termination and Appointment Clause Samples
The 'Termination and Appointment' clause defines the conditions under which a party's role or engagement under an agreement can be ended and a new party can be appointed in their place. Typically, this clause outlines the procedures for terminating an existing appointment, such as providing notice or meeting specific criteria, and details the process for selecting and installing a successor. Its core function is to ensure a clear and orderly transition when a party's involvement ends, minimizing disruption and clarifying the rights and obligations of all parties during the change.
Termination and Appointment. The Issuer may:
Termination and Appointment. The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans. After notice to the Administrative Agent, the Borrower may appoint any other Revolving Lender as a “Swingline Lender” so long as such Revolving ▇▇▇▇▇▇ agrees to such appointment.
Termination and Appointment. 12.1 A Dealer may terminate the arrangements described in this Agreement by giving not less than 15 days' written notice to the other parties hereto. The Issuer may terminate the appointment of a Dealer in relation to any Tranche by giving not less than 15 days' written notice to such Dealer (with a copy promptly thereafter to all the other Dealers, the Trustee, the Principal Paying Agent and the Registrar) of such Tranche. Termination shall not affect any rights or obligations (including but not limited to those arising under Clause 7 (Indemnity), 9 (Dealers' Undertakings) or 11 (Fees, Expenses and Stamp Duty) of this Agreement) which have accrued at the time of termination or which accrue thereafter in relation to any act or omission or alleged act or omission which occurred prior to such time. Termination shall not affect the past, present or future rights and obligations of the other parties to this Agreement.
12.2 The Issuer may, with the prior approval of the Arranger, appoint one or more additional Dealers (for the duration of the Programme or on an issue by issue basis) upon the terms of this Agreement provided that:
12.2.1 the Issuer promptly gives the Trustee, the Principal Paying Agent, the Issue Agent, the Registrar and (in the case of the appointment of any additional Dealer for the duration of the Programme) all of the other Dealers written notice of appointment of any such additional Dealer; and
12.2.2 any such additional Dealer shall have first delivered to the Issuer a Dealer Accession Letter substantially in the form set out at Schedule 3 hereto and the Issuer shall have confirmed such appointment as specified therein, whereupon such additional Dealer shall, subject to the terms of such Dealer Accession Letter, become a party to this Agreement, vested with all authority, rights, powers, duties and obligations of a Dealer as if originally named as a Dealer hereunder provided further that, except in the case of the appointment of such an additional Dealer for the duration of the Programme, following the issue of the Temporary Global Note or, as the case may be, the Registered Notes in respect of the relevant Tranche, the relevant additional Dealer shall have no further obligations except such as may have accrued or been incurred prior to or in connection with the issue of the relevant Temporary Global Note or, as the case may be, the Registered Notes.
12.3 The Issuer shall forthwith supply to the Trustee, the Principal Paying Agent, the Iss...
Termination and Appointment. 7.1 Termination September
(a) The Issuer may terminate the appointment of any Dealer on not less than 30 days' written notice to the relevant Dealer. The Dealer may resign on not less than 30 days' written notice to the Issuer. The Issuer shall promptly inform the other Dealers and the Agent of such termination or resignation.
(b) The rights and obligations of each party to this Agreement shall not terminate in respect of any rights or obligations accrued or incurred before the date on which such termination takes effect and the provisions of Clauses 5.5 (Indemnification) and 5.6 (Costs and expenses) shall survive termination of this Agreement and delivery against payment for any of the Notes.
Termination and Appointment. 0 7. Notices.................................................0 8. Assignment..............................................0 9.
Termination and Appointment a. Termination
Termination and Appointment. Calculation Agent
Termination and Appointment. 17 9. Communications...........................................................................................18 10. Counterparts.............................................................................................18 11. Third party rights.......................................................................................18 12. Governing Law, Submission to Jurisdiction and Service of Process.........................................19 SCHEDULE 1 : Conditions Precedent Documents......................................................................20 SCHEDULE 2 : Selling Restrictions................................................................................22 SCHEDULE 3 : Notification Letter for an increase in the Maximum Amount...........................................24 SCHEDULE 4 : Dealer Accession Letter.............................................................................26 SCHEDULE 5 : Programme Summary...................................................................................28
Termination and Appointment. 6.1 The Issuer may terminate the appointment of any Dealer, and any Dealer may resign, on not less than ten days' written notice to the relevant Dealer or the Issuer, as the case may be. The Issuer shall inform the other Dealers, the Issue Agent and the Paying Agents of any such termination or resignation. The rights and obligations of each party hereto shall not terminate in respect of any rights or obligations accrued or incurred before the date on which such termination takes effect and the provisions of Clause 2.2, Clause 4.2Clause 4.3, Clause 4.4 and Clause 4.6 shall survive termination of this Agreement and delivery against payment for any of the Notes.
6.2 Nothing in this Agreement shall prevent the Issuer from appointing one or more additional Dealers upon the terms of this Agreement provided that any additional Dealer shall have first confirmed acceptance of its appointment upon such terms in writing to the Issuer in substantially the form of the letter set out in Schedule 5, whereupon it shall become a party to this Agreement vested with all the authority, rights, powers, duties and obligations as if originally named as a Dealer hereunder. The Issuer shall promptly inform the other Arrangers, the other Dealers, the Issue Agent and the Paying Agents of any such appointment. The Issuer hereby agrees to supply to such additional Dealer, upon such appointment, such legal opinion as is specified in paragraph 6 of Schedule 1, if requested, or reliance letters in respect thereof.
Termination and Appointment. In accordance with Section 21 of the Rights Agreement, effective February 1, 2007, Computershare will cease to be the Rights Agent of the Company. The Company appoints UMB as the successor Rights Agent of the Company as of February 1, 2007, and UMB agrees to assume such role and its attending responsibilities in accordance with the terms of the Rights Agreement as of such date.