Replacement of the Escrow Agent. 9.1 The Company may at will, in consultation with the Manager, replace the Escrow Agent by issuing to the Escrow Agent a Communication to such effect countersigned by the Authorised Representatives of the Manager indicating the person/successor escrow agent appointed by it (“Termination Communication”). Within 15 (fifteen) Business Days of receipt of such Termination Communication, the Escrow Agent shall transfer the Funds lying in the Escrow Account or Special Escrow Account to the person/successor escrow agent so named in the Termination Communication from the Company without any demur. Until such transfer of the Funds to the successor Escrow Agent, the Escrow Agent shall continue to act in accordance with this Agreement.
9.2 The Escrow Agent may, at any time, issue written notice of its intention to resign (a “Resignation Notice”) to the Company and the Manager. On receipt of such Communication from the Escrow Agent, the Company shall appoint a successor escrow agent in consultation with the Manager as soon as reasonably possible and in any event not exceeding 30 (thirty) Business Days from the date of the Resignation Notice. If the Company is unable to appoint a successor escrow agent within 30 (thirty) Business Days of such notice, the Manager shall be entitled to appoint a new escrow agent, at the cost of the Company, within 10 (ten) Business Days from the expiry of the aforesaid 30 (thirty) Business Days.
9.3 The resignation of the Escrow Agent will take effect on the date of the appointment of a successor escrow agent under Xxxxxx 9.2 above (such date being the “Resignation Date”). Until the Resignation Date, the Escrow Agent shall continue to act in accordance with this Agreement. Upon resignation, the Escrow Agent shall transfer the Funds lying in the Escrow Account and Special Escrow Account to the successor escrow agent, as a condition precedent to the Escrow Agent’s resignation to take effect.
9.4 The resigning Xxxxxx Agent shall continue to be liable for any and all of its actions and omissions under this Agreement, or the breach of the terms of this Agreement, until such resignation becomes effective. Further, the Escrow Agent that has resigned shall continue to be bound by the terms of this Agreement and the duties and obligations contained herein until the appointment of substitute escrow agent, and the transfer of the Funds or other monies held by the resigning Escrow Agent to the substitute escrow agent. The substitute escrow agent shall...
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. 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.
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 of resignation (“Effective Date”). In 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. 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. 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. 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. 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. 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.
