Change of Escrow Agent. In the event the Escrow Agent notifies the Company and the Representative that its acceptance of the duties of Escrow Agent has been terminated by the Escrow Agent, or in the event the Escrow Agent files for protection under the United States Bankruptcy Code or is liquidated or ceases operations for any reason, the Company and the Representative shall have the right to jointly designate a replacement Escrow Agent who shall succeed to the rights and duties of the Escrow Agent hereunder. Any such replacement Escrow Agent shall be a trust or stock transfer company experienced in stock transfer, escrow and related matters and shall have a minimum net worth of $5 million. Upon appointment of such successor Escrow Agent, the Escrow Agent shall be discharged from all duties and responsibilities hereunder.
Change of Escrow Agent. 5.01 Upon agreement of the parties hereto, a national banking association or a state bank having capital (exclusive of borrowed capital) and surplus of at least $10,000,000.00, qualified as a depository of public funds, maybe substituted to act as Escrow Agent under this Agreement. Such substitution shall not be deemed to affect the rights or obligations of the parties hereto. Upon any such substitution, the Escrow Agent agrees to assign to such substitute Escrow Agent all of its rights under this Agreement.
5.02 The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee and Lessor of its intention to resign and of the proposed date of resignation, which shall be a date not less than thirty (30) days after such notice is deposited in the United States mail with postage fully prepaid, unless an earlier resignation date and the appointment of a successor Escrow Agent has been approved by Lessee and Lessor.
5.03 The Escrow Agent may appoint an agent to exercise any of the powers, rights or remedies granted to the Escrow Agent under this Agreement, to hold title to property or to take any other action which may be desirable or necessary hereunder.
5.04 Any corporation, association or other entity into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and business to any corporation, association or other entity resulting from any such conversion, sale, merger consolidation or other transfer to which it is a parry, ipso facto, shall be and become successor escrow agent hereunder, vested with all other xxxxxxx.xx was its predecessor, without the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding anything herein to the contrary.
Change of Escrow Agent. Section 6.01. A national banking association located in the United States or a state bank or trust company organized under the laws of a state of the United States, qualified as a depository of public funds, may be substituted to act as Escrow Agent under this Escrow Agreement upon agreement of the parties hereto. Such substitution shall not be deemed to affect the rights or obligations of the parties. Upon any such substitution, the Escrow Agent agrees to assign to such substitute Escrow Agent its rights under this Escrow Agreement and transfer the Escrow Fund.
Section 6.02. The Escrow Agent or any successor may at any time resign by giving mailed notice to Xxxxxx and Lessor of its intention to resign and of the proposed date of resignation, which shall be a date not less than 30 days after such notice is deposited in the United States mail with postage fully prepaid, unless an earlier resignation date and the appointment of a successor Xxxxxx Agent shall have been or are approved by Xxxxxx and Lessor.
Section 6.03. The Escrow Agent may appoint an agent to exercise any of the powers, rights or remedies granted to the Escrow Agent under this Escrow Agreement, and to hold title to property or take any other action which may be desirable or necessary.
Change of Escrow Agent. 4.1 The Escrow Agent may at any time resign by giving not less than 30 days' prior notice in writing to Windrace and the Investors.
Change of Escrow Agent. 4.1 The Escrow Agent may at any time resign by giving not less than 10 business days' notice in writing to the Parties. For the purposes of this Agreement, a "business day" shall be a day on which commercial banks are open for business in Hong Kong.
4.2 The Parties may at any time jointly remove the Escrow Agent by giving not less than 10 business days' notice in writing to the Escrow Agent.
4.3 Forthwith upon receiving a notice of resignation or giving a notice of removal, the Parties shall use their best endeavors to appoint a successor escrow agent to hold the Escrow Monies and any interest accrued thereon (less any Applicable Deductions) substantially on the terms and conditions, mutatis mutandis, of this Agreement.
4.4 If, on or before the date of expiry of a notice of resignation or removal, the Escrow Agent receives written notice (as "Appointment Notice") from the Parties of the name and address of a successor escrow agent together with a direction to pay the Escrow Monies and any interest accrued thereon (less any Applicable Deductions) to the successor escrow agent, the Escrow Agent shall make such payment, less any sum then payable to the Escrow Agent under this Agreement (even if then not actually due), as soon as is reasonably practicable but (as they hereby acknowledge) at the joint risk of the Purchaser and the Vendors.
4.5 Failing receipt of an Appointment Notice on or before the date of expiry of a notice of resignation or removal, the resignation or removal of the Escrow Agent shall take effect and the Escrow Agent shall have no further duties or obligations under this Agreement save that if the Parties shall not have appointed a successor escrow agent by the date such resignation or removal shall become effective at its option, the Escrow Agent may either:
(a) continue to hold the Escrow Monies, and any interest accrued thereon, to the joint order of each of the Parties until a successor escrow agent is appointed on the understanding that the Escrow Agent shall hold such monies as bare custodian and shall have no further duties or obligations under this Agreement; in such a case, the Escrow Agent shall only release the Escrow Monies, and any interest accrued thereon (less any Applicable Deductions), on receipt of Joint Instructions from the Parties; or
(b) send instructions to the Bank to pay the Escrow Monies into court in Hong Kong to hold jointly on behalf of the Parties until the appointment of a replacement escrow agent to administe...
Change of Escrow Agent. Section 6.01. A national banking association located in the United States or a state bank or trust company organized under the laws of a state of the United States, qualified as a depository of public funds, may be substituted to act as Escrow Agent under this Escrow Agreement upon agreement of the parties hereto. Such substitution shall not be deemed to affect the rights or obligations of the parties. Upon any such substitution, the Escrow Agent agrees to assign to such substitute Escrow Agent its rights under this Escrow Agreement and transfer the Escrow Fund.
Section 6.02. The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee and Lessor of its intention to resign and of the proposed date of resignation, which shall be a date not less than 30 days after such notice is deposited in the United States mail with postage fully prepaid, unless an earlier resignation date and
Section 6.03. The Escrow Agent may appoint an agent to exercise any of the powers, rights or remedies granted to the Escrow Agent under this Escrow Agreement, and to hold title to property or take any other action which may be desirable or necessary.
Change of Escrow Agent. The Escrow Agent may resign and be ---------------------- discharged from its duties under this Agreement upon 30 days' notice in writing mailed to the Company by registered or certified mail, and to Xx. Xxxxxxxxx by first-class mail. The Company may remove the Escrow Agent or any successor escrow agent upon 30 days' notice in writing, mailed to the Escrow Agent or successor escrow agent, as the case may be, by registered or certified mail, and to Xx. Xxxxxxxxx by first class mail. If the Escrow Agent resigns or is removed or otherwise becomes incapable of acting, the Company shall appoint a successor to the Escrow Agent. If the Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Escrow Agent or by Xx. Xxxxxxxxx, then Xx. Xxxxxxxxx may apply to any court of competent jurisdiction for the appointment of a new Escrow Agent. Any successor escrow agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or the laws of any state, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by a federal or state authority and which has at the time of its appointment as escrow agent a combined capital and surplus of at least $25,000,000. After appointment, the successor escrow agent shall, without further action, be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Escrow Agent; but the predecessor Escrow Agent shall deliver and transfer to the successor escrow agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for this purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Escrow Agent and mail a notice thereof in writing to Xx. Xxxxxxxxx. Failure to give any notice provided for in this Section 3.5, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Escrow Agent or the appointment of the successor escrow agent, as the case may be.
Change of Escrow Agent. The parties agree that W. Xxxxx Xxxxxxxxx is the initial Escrow Agent, and that the Optionee has the unilateral authority to change the Escrow Agent providing the new Escrow Agent agrees in writing to abide by the terms of this Agreement.
Change of Escrow Agent. Any change in the Escrow Agent shall be ---------------------- effected as set forth in Article Six of the Indenture with respect to the Trustee.
Change of Escrow Agent. Escrow Agent may resign from its duties hereunder with ten (10) days prior written notice to the other parties. In the event the Escrow Agent notifies the Parties that its acceptance of the duties of Escrow Agent has been terminated by the Escrow Agent, or in the event the Escrow Agent files for protection under the United States Bankruptcy Code or is liquidated or ceases operations for any reason, the Parties shall have the right to jointly designate a replacement Escrow Agent who shall succeed to the rights and duties of the Escrow Agent hereunder. Any such replacement Escrow Agent shall be a trust or stock transfer company experienced in stock transfer, escrow and related matters. Upon appointment of such successor Escrow Agent, the Escrow Agent shall be discharged from all duties and responsibilities hereunder.
