Replacement of the Escrow Agent Clause Samples
The Replacement of the Escrow Agent clause outlines the process for appointing a new escrow agent if the current one is unable or unwilling to continue in their role. Typically, this clause specifies the conditions under which a replacement may be necessary, such as resignation, incapacity, or breach of duty, and details the procedure for selecting and appointing a successor, often requiring agreement from all parties involved. Its core practical function is to ensure continuity and security in the management of escrowed assets, preventing disruptions or disputes that could arise if the escrow agent can no longer fulfill their responsibilities.
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Replacement of the Escrow Agent. 10.1 The Company may, in consultation with the Manager, at any time, replace the Escrow Agent by giving a written notice to such effect, and the details of a successor escrow agent, to the Escrow Agent, provided that the successor escrow agent has also executed an agreement with the Company and the Manager substantially in the same form as this Agreement. Within one (1) Business Days of receipt of such notice and details, the Escrow Agent shall transfer all the amounts outstanding in the Escrow Account and the Special Escrow Account to the successor escrow agent.
10.2 Subject to what is stated in this Agreement, the Escrow Agent may, at any time, resign by giving advance written notice of not less than 10 Business Days (a "Resignation Notice") to such effect to the Company and the Manager. On receipt of a Resignation Notice from the Escrow Agent, a successor escrow agent shall be appointed as soon as reasonably possible and in any event within thirty (30) days of receipt by the Manager of the Resignation Notice, in accordance with Clause 10.3.
10.3 The Company and the Manager shall make best efforts to decide upon the successor escrow agent, and jointly serve a notice on the Escrow Agent mentioning the successor escrow agent within ten (10) Business Days of the Resignation Notice, failing such notice, the Company shall be entitled to appoint any scheduled commercial bank holding "Certification of Registration" as "banker to an issue" in accordance with the Banker to an Issue Regulations as the successor escrow agent within thirty (30) Business Days from the date of the Resignation Notice by a unilateral notice to the Escrow Agent with a copy to the Manager. On the receipt of such notice, and subject to the Company and the Manager having executed an agreement with the successor escrow agent substantially in the same form as this Agreement and be bound by the terms, conditions and obligations herein, the Escrow Agent shall transfer all the amounts outstanding in the Escrow Account and the Special Escrow Account to the successor escrow agent.
10.4 The Escrow Agent shall continue to be responsible for any and all of its actions and omissions until such resignation becomes effective. The Escrow Agent shall continue to perform its obligations until the appointment of the successor escrow agent. If within thirty (30) Business Days from the date of the Resignation Notice, a successor escrow agent has not been appointed in accordance with Clauses 10.2 and 10.3 abov...
Replacement of the Escrow Agent. Ideal, Holdings and the Shareholders may at any time jointly replace the Escrow Agent by delivering to the Escrow Agent a notice signed by Ideal, Holdings and the Shareholders appointing a new escrow agent as the Escrow Agent hereunder.
Replacement of the Escrow Agent. The Escrow Agent may resign and be discharged from all further duties and obligations hereunder by giving to the Company thirty (30) days' written notice of the effective date RI UHVLJEfQfeDctiWveLDRaQte ´. I³n the event of the Escrow Agent resigning, the Company shall forthwith appoint a successor agent. Upon the Effective Date, if the Company has not appointed a successor agent, the Security Holders may appoint a successor agent. Failing such appointment by the Security Holders within thirty (30) days from the Effective Date, the Escrow Agent shall return the Securities to the Company to be held in trust for the Security Holders and the duties and obligations of the Escrow Agent under this Agreement shall cease immediately. Any new escrow agent appointed pursuant to the provisions of this section shall be a corporation authorized to carry on the business of an escrow agent in the Province of Ontario. On any new appointment, the new escrow agent shall be vested with the same powers, rights, duties and obligations as if it had been originally named herein as escrow agent, without any further assurance, conveyance, act or deed. The Escrow Agent, upon receipt of payment for any outstanding amounts for its services and expenses then unpaid, shall transfer, deliver and pay over to such successor escrow agent, who shall be entitled to receive, all cash and property on deposit with such predecessor hereunder.
Replacement of the Escrow Agent. 6.1 The Escrow Agent, for the time being, may resign and be discharged from all further duties and obligations hereunder by giving to Consolidated Goldfields thirty (30) days' notice in writing or such shorter notice as Consolidated Goldfields may accept as sufficient. In the event of the Escrow Agent resigning, Consolidated Goldfields shall forthwith appoint a new Escrow Agent and advise the parties hereto and the resigning Escrow Agent in writing of such appointment upon which the retiring Escrow Agent shall transfer all funds, agreements and other documents then in its possession to the new Escrow Agent provided that the retiring Escrow Agent shall have received payment in full of all fees and expenses owing to it hereunder. Any new Escrow Agent appointed pursuant to the provisions of this Agreement shall be a firm of barristers and solicitors authorized to practice law in the Province of Alberta or a corporation authorized to carry on the business of a trust company in the Province of Alberta. On any new appointment, the new Escrow Agent shall be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed.
Replacement of the Escrow Agent. The Escrow Agent may resign at any time by giving sixty (60) days prior written notice to all parties hereto, but will continue to serve until a successor is appointed by mutual agreement of the Parent and the Majority Shareholders. The Parent and the Majority Shareholders, by mutual agreement, may at any time, and with or without cause, remove the Escrow Agent by written notice to the Escrow Agent. In the event the Escrow Agent is removed or for any reason is unable to serve or fails to continue to serve as the escrow agent hereunder, the Parent and the Majority Shareholders, by mutual agreement, shall appoint a successor escrow agent. Any successor escrow agent shall execute and deliver an instrument accepting the appointment as escrow agent hereunder and thereupon will have the same rights and duties as the original Escrow Agent and be governed by the terms and conditions set forth in this Escrow Agreement.
Replacement of the Escrow Agent. AuRico and Endeavour may at any time collectively replace the Escrow Agent by delivering to the Escrow Agent a notice signed by each of them appointing a new escrow agent as the Escrow Agent hereunder.
Replacement of the Escrow Agent. Escrow Agent shall be allowed to renounce its appointment upon 30 Business Days’ notice to the other Parties. If Sellers and Buyer do not jointly appoint a new Escrow Agent within such notice period, Escrow Agent shall deposit the Escrow Amount and all interest thereon then accrued or received with a fiduciary or attorney appointed by the President of the Zurich District court or, if this is not possible, directly with the Zurich District Court. The same applies if the Escrow Agent ceases to have legal capacity or is for any other reason no longer in a position to fulfil the Escrow Agent’s duties hereunder. Sellers and Buyer shall also be allowed jointly to replace the Escrow Agent at any time, provided that the replacement escrow agent has capacity to, and agrees to, take over all the rights and obligations of the Escrow Agent under this Agreement.
Replacement of the Escrow Agent. The Corporation and Golden Minerals may at any time jointly replace the Escrow Agent by delivering to the Escrow Agent a joint notice signed by each of them appointing a new escrow agent as the Escrow Agent hereunder.
Replacement of the Escrow Agent. The Seller and the Purchaser may at any time, on thirty (30) days prior written notice to the Escrow Agent, jointly replace the Escrow Agent by delivering to the Escrow Agent a notice signed by them appointing a new escrow agent as the Escrow Agent hereunder.
Replacement of the Escrow Agent. Animas and the Purchaser may at any time collectively replace the Escrow Agent by delivering to the Escrow Agent a notice signed by each of them appointing a new escrow agent as the Escrow Agent hereunder.