Common use of CHANGE OF ESCROW AGENT Clause in Contracts

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 and IGC by registered or certified mail. The Company, with the written consent of IGC, 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. If the Escrow Agent resigns or is removed or otherwise becomes incapable of acting, the Company and IGC shall appoint a successor to the Escrow Agent. If the Company and IGC fails to agree upon and make such appointment within a period of 30 days after such removal or after notification in writing of such resignation or incapacity by the resigning or incapacitated Escrow Agent, then either IGC, JFAX or the Escrow Agent 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 $250,000,000. 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 IGC. 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 Section 6.1. 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 the Escrow Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice in writing mailed agreement of the parties hereto. Such substitution shall not be deemed to affect the Company and IGC by registered rights or certified mailobligations of the parties. Upon any such substitution, the Escrow Agent agrees to assign to such substitute Escrow Agent its rights under this Agreement. Section 6.2. The Company, with the written consent of IGC, may remove the Escrow Agent or any successor may at any time resign by giving written notice to the Borrower and the Lender of its intention to resign and of the proposed date of resignation, which shall be a date not less than 30 days after such written notice is deposited in the United States mail in registered form with postage fully prepaid, unless an earlier resignation date and the appointment of a successor Xxxxxx Agent shall have been or are approved by the Borrower and the Lender. If the Lender and the Borrower fail to designate a substitute escrow agent upon 30 days' within thirty (30) days after the giving of such notice, the Escrow Agent may institute a petition for interpleader. The Escrow Agent's sole responsibility after such 30-day notice period expires shall be to hold the Loan Amount (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in writingaccordance with the directions of a final order or judgment of a court of competent jurisdiction, mailed at which time of delivery the Escrow Agent's obligations hereunder shall cease and terminate. Section 6.3. The Escrow Agent may appoint an agent to exercise any of the powers, rights or remedies granted to the Escrow Agent or successor escrow agent, as the case may be, by registered or certified mail. If the Escrow Agent resigns or is removed or otherwise becomes incapable of acting, the Company and IGC shall appoint a successor to the Escrow Agent. If the Company and IGC fails to agree upon and make such appointment within a period of 30 days after such removal or after notification in writing of such resignation or incapacity by the resigning or incapacitated Escrow Agent, then either IGC, JFAX or the Escrow Agent 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 $250,000,000. 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 hereunderthis Agreement, and execute and deliver to hold title to property or to take any further assurance, conveyance, act other action that may be desirable 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 IGC. 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 benecessary.

CHANGE OF ESCROW AGENT. 5.1 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, may be 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. 5.2 The Escrow Agent may resign and be discharged from its duties under this Agreement upon 30 hereunder at any time by giving thirty (30) calendar days' prior written notice in writing mailed of such resignation to the Company Lessee and IGC by registered or certified mailLessor. The Company, with the written consent of IGC, Lessee and Lessor may remove the Escrow Agent or at any successor escrow agent upon 30 time by giving thirty (30) calendar days' prior written notice in writing, mailed to the Escrow Agent or successor escrow agent, as the case may be, by registered or certified mail. If the Escrow Agent resigns or is removed or otherwise becomes incapable of acting, the Company and IGC shall appoint a successor to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Lessor and Lessee, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company Lessor and IGC fails Lessee are unable to agree upon and make such appointment a successor escrow agent within a period of 30 thirty (30) days after such removal or after notification in writing of such resignation or incapacity by the resigning or incapacitated Escrow Agentnotice, then either IGC, JFAX or the Escrow Agent may, in its sole discretion, deliver the Equipment Acquisition Fund to the Lessor at the address provided herein or may apply to any a 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 $250,000,000. After appointment, the successor escrow agent shall, without further action, be vested with the same powers, rights, duties or for other appropriate relief. The costs and responsibilities as if it had been originally named as Escrow Agent; but the predecessor Escrow Agent shall deliver expenses (including its attorneys' fees and transfer to the successor escrow agent any property at the time held expenses) incurred 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 IGC. 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 in connection with such proceeding shall be paid by the appointment Lessee and Lessor. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall either deliver the Equipment Acquisition Fund then held hereunder to the successor Escrow Agent, less the Escrow Agent's fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Equipment Acquisition Fund, or hold any interest earned in respect of the Equipment Acquisition Fund (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Equipment Acquisition Fund as set forth in this Section, the case Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Equipment Acquisition Fund or this Agreement. 5.3 The Escrow Agent may beappoint 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.

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 and IGC by registered or certified mail, and to Xx. Xxxxxxxxx by first-class mail. The Company, with the written consent of IGC, 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 and IGC shall appoint a successor to the Escrow Agent. If the Company and IGC fails to agree upon and make such appointment within a period of 30 days after such removal or after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Escrow AgentAgent or by Xx. Xxxxxxxxx, then either IGC, JFAX or the Escrow Agent 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 $250,000,00025,000,000. 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 IGCXx. 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.