Replacement of Escrow Agent. 5.1 If the Escrow Agent wishes to be relieved from its duties and obligations under this Agreement it shall so notify the other Parties in writing, or in the event that the Optionee and the Optionor mutually agree to replace the Escrow Agent, they shall so notify the Escrow Agent of their intention and, in either case, the replacement of the Escrow Agent shall be made within a period of sixty (60) days following receipt of the notice, provided that the selection and appointment of the replacement for the Escrow Agent shall be the sole responsibility of the Optionee, subject to the consent of the Optionor, which consent shall not be unreasonably withheld, and subject to the agreement of the new Escrow Agent to be bound by the terms and conditions of this Agreement.
Replacement of Escrow Agent. 9.1 The Escrow Parties, acting jointly, may at any time replace the Escrow Agent by giving: (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent.
Replacement of Escrow Agent. (a) At any time during the term of this Escrow Agreement, Escrow Agent may resign and be discharged of the obligations created by this Escrow Agreement by executing and delivering to Parent and the Indemnifying Party, at least forty-five (45) days’ advance written notice of its resignation as Escrow Agent and specifying the date when such resignation is to take effect. Any resignation of Escrow Agent shall not become effective until the earlier to occur of (a) acceptance of appointment by the successor Escrow Agent or (b) 90 days after Escrow Agent’s notice of resignation.
Replacement of Escrow Agent. 4.1 If the Escrow Agent wishes to be relieved from its duties and obligations under this Agreement it shall so notify the other parties in writing, or in the event that the parties mutually agree to replace the Escrow Agent, they shall so notify the Escrow Agent of their intention and, in either case, the replacement of the Escrow Agent shall be made within a period of sixty (60) days following receipt of the notice, provided that the selection and appointment of the replacement for the Escrow Agent shall be agreed by the parties, and subject to the agreement of the new Escrow Agent to be bound by the terms and conditions of this Agreement.
Replacement of Escrow Agent. (a) The Escrow Agent may resign its duties and obligations hereunder by giving to SLUS and Holdco written notice to that effect, but its resignation shall not become effective until a successor escrow agent shall have been appointed by mutual agreement, in writing, of SLUS and Holdco. In the event the Escrow Agent is dissolved, becomes bankrupt or is otherwise incapable of acting hereunder, SLUS and Holdco shall within fifteen Business Days of the occurrence of the event which renders the Escrow Agent incapable of performing hereunder, by mutual consent, appoint a new escrow agent. In the event SLUS and Holdco are unable to agree upon a successor escrow agent within fifteen Business Days after receipt of the Escrow Agent’s written resignation or within fifteen Business Days after the occurrence of the event which renders the Escrow Agent incapable of performing hereunder, the Escrow Agent shall have the right but not the obligation to petition a court of competent jurisdiction to appoint a bank or other financial institution experienced in such matters as successor escrow agent. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by Holdco. The Escrow Agent shall, upon receipt of a joint written instruction of SLUS and Holdco, deliver the Escrow Funds plus copies of applicable records in the possession of the Escrow Agent to any such successor escrow agent.
Replacement of Escrow Agent. (a) The Escrow Agent may resign and be discharged from all further duties under this Agreement by giving ninety (90) days' notice of its resignation in writing to each of LPBP and Hemosol.
Replacement of Escrow Agent. (1) The Transaction Parties, acting together, may at any time replace the Escrow Agent by delivering to the Escrow Agent written notice signed by each Transaction Party to such effect; such notice to include the removal date and the details of a successor escrow agent. Within thirty (30) calendar days of receipt of such notice and details, the Escrow Agent shall execute and deliver such documents and take such action as may be reasonably necessary, in its opinion, to transfer to the successor escrow agent the Escrow Amount together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Amount as such successor may reasonably request (provided such information is not of a commercially sensitive nature). The successor escrow agent named in the notice and details shall be an internationally recognized bank which is not affiliated with any Transaction Party.
Replacement of Escrow Agent. The Escrow Agent may resign, or the Investor and Brookdale may agree to discharge the Escrow Agent, from its obligations under the Equity Option Agreement and this Agreement at any time, but in no event shall the Escrow Agent be released of its obligations under the Equity Option Agreement and this Agreement unless and until a substitute escrow agent has been designated and assumed its obligations.
Replacement of Escrow Agent. Mars and CopyTele Sub, acting together, may upon 30 days written notice replace the Escrow Agent by entering into a new escrow agreement with a successor escrow agent on, as far as practicable, the same terms and conditions as are specified herein and jointly giving written notice to such effect, in the form set out in Schedulel hereto, to the Escrow Agent. Within 3 (three) Business Days of receipt of such notice, the Escrow Agent shall, subject to any costs, fees, charges, expenses or indemnity amounts owed to the Escrow Agent, transfer custody of the CopyTeleSharesand the Videocon GDRsto the successor escrow agent as directed in writing. Upon such transfer, the new escrow agreement will become effective andthis Agreement shall stand xxxxxxxxxx.Xx is clarified that the Escrow Agent shall not be responsible for ensuring that the persons entitled to receive the CopyTele Shares and/or the Videocon GDRsupon release are present at its offices to collect the same and shall not be liable for any delay in effecting the release as a consequence of the same.
Replacement of Escrow Agent. The Escrow Agent, and the Escrow Agent's successors hereinafter appointed, shall have the right to resign upon thirty (30) days written notice to GC and IPC. Similarly, the Escrow Agent may be removed and replaced following thirty (30) days joint written notice from GC and IPC to the Escrow Agent. In the event of such resignation or removal, GC and IPC shall appoint by mutual agreement a successor escrow agent hereunder by delivering to the Escrow Agent a written notice of such appointment. If the Parties are unable to agree on a successor escrow agent within thirty (30) days following the date of the notice of such resignation or removal, then any of the parties to this Agreement may petition a court of competent jurisdiction to appoint one, or for other appropriate relief, and the resulting appointment shall be binding upon all parties to this Agreement. Notwithstanding the foregoing, no resignation or removal shall be effective until a successor escrow holder has acknowledged its appointment as such in writing. Upon receipt of such notice, the Escrow Agent shall deliver to the designated successor escrow agent all money and other property held hereunder and shall thereupon be released and discharged from any and all further responsibilities whatsoever under this Agreement; provided, however, that the Escrow Agent shall not be deprived of its compensation earned prior to such time.
