Common use of The Custodian Clause in Contracts

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that the successor depositary so -------- ------- appointed shall, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Infosys Technologies LTD /Adr/), Deposit Agreement (Infosys Technologies LTD)

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The Custodian. The Depositary may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian and agent of shall deliver to the Depositary for an acceptance of such appointment satisfactory in form and substance to the purpose of this Deposit AgreementDepositary. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it, and the Depositary undertakes to procure compliance by each Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge the Custodian at any time upon notice to the effectiveness Custodian being discharged. The Depositary, after such discharge or receipt of such resignation there shall be no Custodian acting hereundernotice of resignation, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, may appoint a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. Any Custodian ceasing to act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment an acceptance instruction of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Repsol Ypf Sa)

The Custodian. The Depositary Depositary, upon the written request or with the written approval of the Company, may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. Each Custodian so appointed (other than The Depositary has initially appointed ICICI Limited as Custodian Bank of New York) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge any Custodian at any time upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject notice to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its name and location of the appointment an acceptance of such appointment satisfactory any Custodian not named in form and substance to the DepositaryReceipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Amvescap PLC/London/), Deposit Agreement (Amvescap PLC/London/)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the Principal Office of Banco Itaú S.A. as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder or its successor shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least thirty (30) 60 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, after Consultation with the Issuer, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and custodian, which shall thereafter be a the Custodian hereunder. The Depositary may discharge the Custodian any time upon notice to the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may may, after Consultation with the Issuer, appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary any previous Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian. The substitute custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI ABSA Bank Limited as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws or custodians, each of India and which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that the successor depositary so -------- ------- appointed shall, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Absa Group /Fi), Deposit Agreement (Absa Group /Fi)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited its principal London office as the Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under approved by the laws of India and Issuer (such approval not to be unreasonably withheld) which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may appoint a substitute or additional custodian or custodiansapproved by the Issuer (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Companya Custodian hereunder. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Issuer. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Owners of Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 2 contracts

Samples: Deposit Agreement (British Biotech PLC), Deposit Agreement (Vernalis PLC)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the principal Paris office of AXA Banque as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian or its successors, which shall be an accredited intermediary acting through a specified office located in France, in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by If the Depositary receives notice of such the resignation delivered to of the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If Custodian and, upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws or custodians, each of India which shall be an accredited intermediary acting through a specified office located in France, and each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines determines, after consultation with the Company to the extent practicable, that it is in the best interest of the Registered Holders Owners to do so, so it may appoint a substitute or additional custodian or custodians, which shall be an accredited intermediary acting through a specified office located in France, each of which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Companyhereunder. Upon demand of the Depositary Depositary, any previous Custodian shall deliver transfer such of the Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the custodian. The Depositary shall instruct. Each such cause each substitute or additional custodian or custodians shall deliver to the Depositarycustodian, forthwith upon its appointment appointment, to deliver to the Depositary and the Company an acceptance of such appointment satisfactory in form and substance satisfactory to the Depositary. Upon the appointment of any successor depositary hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any CustodianCustodian or as required by French law, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Axa)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the London office of the Depositary as Custodian and custodian aid agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and which shall thereafter be a the Custodian hereunder. Whenever the Depositary determines, in the reasonable exercise of its discretion determines discretion, that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint a substitute or an additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary any previous the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodians. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts, each other Custodian and the Company. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Keppel Corporation LTD /Fi)

The Custodian. The Depositary Depositary, upon the request or with the approval of the Bank, may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian (other than the Bank) shall give notice in writing to the Bank and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may, and upon instructions from the Bank shall, discharge the Custodian at any time upon notice to the Custodian being discharged; provided that the Depositary may not discharge the Bank acting in the capacity of Custodian. The Depositary, after such discharge or receipt of such notice of resignation, may, upon the effectiveness of such resignation there shall be no Custodian acting hereunder, request or with the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. Any Custodian ceasing to act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its name and location of the appointment an acceptance of such appointment satisfactory in form and substance to the Depositaryany Custodian. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the principal Mexico, D.F., Mexico office of Nacional Financiera, S.N.C., as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, subject to and in accordance with the applicable laws of Mexico, and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of the Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and Mexico which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Group Simec Sa De Cv)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Société Générale as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under custodian, after consultation with the laws of India and Company, which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion after consultation with the Company determines that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint a substitute or an additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary any previous Depositary, the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructCustodians. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary and the Company forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Aventis)

The Custodian. The Depositary Depositary, upon the written request or with the written approval of the Company, may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian (other than Deutsche Bank Trust Company Americas) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge any Custodian at any time upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject notice to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its name and location of the appointment an acceptance of such appointment satisfactory any Custodian not named in form and substance to the DepositaryReceipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Alpha Bank Ae /Fi)

The Custodian. The Depositary may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent will give prompt notice of the Depositary for the purpose of this Deposit Agreementany appointment, which will be advance notice if practicable. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge any Custodian at any time upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject notice to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall give notice in writing to all Holders of the name and location of the appointment of any other Custodian or such substitute or additional custodian or custodians as not named in the Receipts. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the Receipts), subject to the penultimate sentence of Section 5.3 hereof, the Depositary shall instructnot be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of any Custodian other than JPMorgan Chase Bank, N. A. except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. Each To the extent the Custodian is JPMorgan Chase Bank, N.A. the Depositary shall be responsible for the acts and omissions to act on the part of the Custodian as if the Depositary were acting as Custodian hereunder. SECTION 2.17. The first paragraph of Section 5.8 of the Deposit Agreement is amended to read as follows: The Company shall indemnify, defend and save harmless the Depositary, the Custodian and their respective directors, officers, employees, affiliates and agents (the "indemnified persons") against any loss, liability or expense (including reasonable fees and expenses of counsel) that may arise (a) out of acts performed or omitted in connection with this Deposit Agreement and the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or the Custodian or their respective agents and affiliates, except to the extent such substitute loss, liability or additional custodian expense is due to negligence or custodians willful misconduct of the Depositary or its agents acting in their capacities as such hereunder, or (ii) by the Company or any of its affiliates or agents (other than the indemnified persons), or (b) out of or in connection with any offer or sale of Receipts, American Depositary Shares, Shares or other Deposited Securities or any registration statement under the Securities Act of 1933 in respect thereof, except to the extent such loss, liability or expense arises out of information (or omissions from such information) relating to such indemnified person, furnished in writing by the Depositary to the Company expressly for use in a registration statement under the Securities Act of 1933 and so used without any substantive revision from the information provided by the Depositary. SECTION 2.18. Sections 5.9 of the Deposit Agreement is amended to remove references to "co-transfer agent and co-registrar" therefrom. SECTION 2.19. The second sentence of Section 6.2 of the Deposit Agreement is amended to read as follows: The Depositary may terminate this Deposit Agreement by giving notice of such termination to the Holders at least 30 days prior to the date fixed in such notice for such termination (i) at any time after 60 days after the Depositary shall deliver have delivered to the Company its written resignation or (ii) at any time after 60 days after the Company’s notice of removal was first provided to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory provided in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, and the appointment of such either case that no successor depositary shall have been appointed and accepted its appointment as provided in no way impair Section 5.4 before the authority of any Custodian hereunder; provided, however, that the successor depositary so -------- ------- appointed shall, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder end of such successor depositary60-day period. SECTION 2.20. The address of the Depositary set forth in Section 7.5(b) of the Deposit Agreement is amended to read as follows: JPMorgan Cxxxx Xxxx, X.X., 0 Xxx Xxxx Xxxxx, Xxxxx 12, New York, New York, 10004, Attention: ADR Department SECTION 2.21. The form of Receipt, and all outstanding Receipts, each after giving effect to this Amendment and some clarifying changes to paragraph 8 thereof, shall be in the form attached hereto as Exhibit A.

Appears in 1 contract

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

The Custodian. 7.1 The Depositary may Client has entered into an agreement with a Custodian for the holding and safekeeping of all of the cash and securities and other assets in the Portfolio or belonging to the Syndicate on terms reasonably acceptable to the Manager. The details of such Custodian are set out at Schedule 3 to this Agreement. The Manager shall at no time hold or be responsible for any assets belonging to the Client or the Premiums Trust Funds. The Client acknowledges that it has been and will be solely responsible for the selection, appointment, monitoring and supervision of the Custodian and for any services the Custodian provides to the Client and the Premiums Trust Funds including, without limitation, cash management services, stocklending and repo services and foreign exchange services. 7.2 For the avoidance of doubt, the Client acknowledges and agrees that the Manager shall not be liable for any act of default on the part of the Custodian, who shall (a) have sole responsibility for the safe-keeping of the assets comprising the Portifolio on behalf of the Client and the Premiums Trust Funds, including their registration and the retention of any documents of title and (b) hold the official books and records of the Syndicate and the Manager is not engaged to provide such official books and records nor to be responsible for any reconciliation of assets in relation to the Syndicate. 7.3 If the Client wishes to terminate its arrangements with the Custodian and appoint one a new Custodian, it shall first give the Manager not less than 30 days prior written notice of any such proposed change and shall not effect any such change until it has the written consent of the Manager (not to be unreasonably delayed or more ------------- agents withheld). The Client shall ensure that at or before the time of appointment of a new Custodian it shall supply to the Manager details relating to the Custodian in the form set out at Schedule 3 hereto and ensure that the terms of its agreement with the new Custodian will comply with the terms of this Clause 7. 7.4 The Custodian agreement with the Client relating to the custody of the Investments belonging to the Syndicate shall include provisions: (a) authorising the Custodian to open bank accounts in the name of the Client on the Manager’s instruction and to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent on the instructions of the Depositary for Manager in respect of payments to and from such accounts, deliveries, receipts, voting and other rights attached to Investments contained in the purpose Portfolio and any other matters connected with the Portfolio, provided that cash and securities may not be transferred to accounts other than in the name of this Deposit Agreement. Any the Client; and (b) instructing the Custodian to provide the Manager with such periodic statements concerning the status of the Portfolio, as the Manager may request from time to time and promptly notifying the Manager of all corporate actions and other events affecting the investments in acting hereunder shall be subject at all times and in all respects the Portfolio of which the Custodian has received notice by passing or copying such notices to the directions of the Depositary, and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that the successor depositary so -------- ------- appointed shall, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryManager.

Appears in 1 contract

Samples: Discretionary Investment Management Agreement (Hamilton Insurance Group, Ltd.)

The Custodian. (a) The Depositary may appoint one or more ------------- agents Bank hereby appoints the Custodian as agent and bailee for the Bank on the terms and conditions of this Revenue Bond Pledge Agreement, and the Custodian hereby accepts such appointment and agrees with the Bank to act as agent without compensation separate from that provided to the Custodian, in its capacity as Tender Agent, pursuant to the Indenture. (b) The duties of the Custodian as agent under this Revenue Bond Pledge Agreement shall be limited to those duties expressly set forth herein and the following: (i) the Custodian shall hold (either directly or as a direct participant of DTC) in trust for the Bank all Company Bonds purchased by the Custodian, in its capacity as Tender Agent, with drawings under the Letter of Credit pursuant to Section 2.02(a) of the Indenture, all proceeds thereof and all other amounts held by the Custodian and payable to the Bank by the Tender Agent pursuant to the Indenture; (ii) upon the remarketing of Company Bonds, the Custodian shall deliver or cause to be delivered to the Bank the proceeds of such remarketing and all other amounts received by the Custodian and payable to the Bank by the Tender Agent pursuant to the Indenture; and (iii) the Custodian shall comply with any notice, request or instruction of the Bank with respect to the Company Bonds, subject to paragraph 5 hereof, without the further consent of the Pledgor such that the Bank shall be deemed to have “control” of the Company Bonds as “security entitlements” within the meaning of UCC Article 8. (c) The Custodian shall not pledge, hypothecate, transfer or release all or any part of the Collateral to any other Person or in any manner not in accordance with this Revenue Bond Pledge Agreement without the prior written consent of the Bank. (d) The Custodian shall transfer the benefits or obligations of this Revenue Bond Pledge Agreement or the Indenture only with the prior written consent of the Bank and only if any such transferee shall have agreed in writing to be bound by the terms and conditions of this Revenue Bond Pledge Agreement and the Indenture. Notwithstanding the preceding sentence, any corporation, association or other entity into which the Custodian 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 or any corporation, association or other entity resulting from any such conversion, sale, merger, consolidation or other transfer to which it is a party, ipso facto, shall be and become successor Custodian hereunder. The Depositary has initially appointed ICICI Limited , vested with all other matters as Custodian and agent was its predecessor, without the execution or filing of any instrument or consent or any further act on the part of the Depositary for the purpose of this Deposit Agreement. Any parties hereto. (e) The Custodian in acting hereunder shall be subject at all times and in all respects to the directions may execute any of the Depositarytrusts or powers hereunder or perform any duties hereunder either directly or by or through agents, and shall be responsible solely to it. Any attorneys, custodians or nominees. (f) The Custodian may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation delivered to the Depositary Pledgor and the Bank. The Pledgor and the Bank, acting jointly, may remove the Custodian at least any time by giving thirty (30) calendar days’ prior written notice to the Custodian. Upon such notice, a successor Custodian shall be jointly appointed by the Pledgor and the Bank who shall provide written notice of such to the resigning Custodian. Such successor Custodian shall become the Custodian hereunder upon the resignation or removal date specified in such notice. If the Pledgor and the Bank are unable to agree upon a successor Custodian within thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appointthe Custodian may, subject in its sole discretion, deliver any Collateral then held by the Custodian to the written approval Bank at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor Custodian or for other appropriate relief. Upon receipt of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest identity of the Registered Holders to do sosuccessor Custodian, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities Collateral then held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver hereunder to the Depositarysuccessor Custodian. Upon its resignation and delivery of the Collateral as set forth in this subsection (f), forthwith upon its appointment an acceptance the Custodian shall be discharged of such appointment satisfactory and from any and all further obligations arising in form and substance connection with the Collateral or this Revenue Bond Pledge Agreement. Notwithstanding the foregoing provisions of this subsection (f), the Custodian may resign or be removed only in conjunction with the resignation or removal of the Tender Agent pursuant to the Depositary. Upon the appointment of Indenture, and any successor depositary hereunder, any Custodian then acting hereunder Tender Agent appointed pursuant to the Indenture shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, and the appointment of such successor depositary shall in no way impair the authority of any be appointed as Custodian hereunder; provided, however, that the successor depositary so -------- ------- appointed shall, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Credit Agreement (Unisource Energy Corp)

The Custodian. The Depositary Depositary, after consultation with and written approval from (which approval shall not be unreasonably withheld) the Company, may from time to time appoint one or more ------------- agents to act for it as its Custodian custodian hereunder. The Depositary has initially appointed ICICI Limited Citibank, N.A., Hong Kong branch as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder with respect to any Deposited Securities by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If If, upon the effectiveness such notice of such resignation resignation, there shall be no Custodian custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and Hong Kong with respect to the Deposited Securities with respect to which the Custodian has so resigned which shall thereafter be a the Custodian hereunder. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Registered Holders to do so, it may may, after consultation with and written approval from the Company (which approval shall not be unreasonably withheld) appoint substitute or an additional custodian with respect to any Deposited Securities, or custodiansdischarge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be one of the Custodians Custodian hereunder subject in each instance with respect to the written approval Deposited Securities. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary an acceptance of such appointment and agreement to be bound by the terms hereof satisfactory to the Depository and the Company. Upon demand of the Depositary Depositary, any previous Custodian shall deliver such of the Deposited Securities held by it together with all records maintained by it as Custodian with respect to such Deposited Securities as are requested of it to any other Custodian or such substitute or additional custodian or custodians as custodians. Immediately upon any such change, the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice thereof in writing to the Depositary, forthwith upon its appointment an acceptance all Holders of Receipts with respect to which such appointment satisfactory in form has been made, each other Custodian and substance to the DepositaryCompany. Upon the appointment of any successor depositary with respect to any Deposited Securities and the corresponding Shares, American Depositary Shares and Receipts hereunder, any Custodian then acting hereunder with respect to such Deposited Securities shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian's execution of this Agreement shall constitute the acceptance by the Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositaryagency herein conferred, and shall be responsible solely evidence its agreement to it. Any Custodian may resign carry out and be discharged from perform its duties under this Agreement in accordance with the provisions hereof; subject, however, to the following terms and conditions, which all signatories hereto agree shall govern and control the rights, duties and immunities of the Custodian: (a) The Custodian, in its capacity as Custodian, shall have no duties to the undersigned hereunder by notice except those expressly set forth herein and shall not be liable in such regard except for the performance of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appointduties as are specifically set out herein, subject to Section 10 hereof. The Custodian shall not be responsible for the written approval performance of the Company which shall not unreasonably withheldpowers of attorney contained herein by any signatory hereto, a substitute custodian that is organized under or for the laws interpretation of India and which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest any of the Registered Holders to do so, it may appoint substitute provisions of such powers of attorney. (b) If a controversy arises between two or additional custodian or custodians, which shall thereafter be one more of the Custodians hereunder subject in each instance to the written approval Selling Shareholders, or between any of the Company. Upon demand of Selling Shareholders and any other person, as to whether or not or to whom the Depositary any previous Custodian shall deliver the Deposited Securities certificates for the Option Shares or any funds held by it it, or as to any other Custodian matter arising out of or such substitute relating hereto or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance property held by the Custodian hereunder or as to the Depositary. Upon interpretation of this Agreement regarding the appointment duties or obligations of any successor depositary the Custodian hereunder, any the Custodian then acting hereunder shall forthwith becomenot be required to determine the same until the rights of the parties to the dispute shall have finally been determined by agreement or by final order of a court of competent jurisdiction; PROVIDED, without any further act or writing, the agent hereunder of such successor depositary, and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, howeverHOWEVER, that the successor depositary so -------- ------- appointed shalltime for appeal for any such final order shall have expired without an appeal having been made. The Custodian shall deliver the property, on the or any portion thereof, within 15 days after it has received written request notice of any Custodiansuch agreement or final order (accompanied by an affidavit that the time for appeal has expired without an appeal having been made) in accordance with the terms of the final agreement or order. The Custodian shall be entitled to assume that no such controversy has arisen unless it has received a written notice that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. Notwithstanding the foregoing, execute if, after the execution of this Agreement, any such controversy shall occur before the completion of the transactions contemplated by the Purchase Agreements and/or this Agreement, the Attorneys-in-Fact and deliver the Custodian are nevertheless authorized and directed to such Custodian complete all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositarytransactions, including the delivery of the certificates for the undersigned's Option Shares to be sold to the Underwriters, as if such controversy had not occurred and regardless of notice thereof. (c) The Custodian will acknowledge in writing to each of the Selling Shareholders receipt by physical delivery of any certificates representing the undersigned's Option Shares when such certificates are received.

Appears in 1 contract

Samples: Irrevocable Power of Attorney and Custody Agreement (Packard Bioscience Co)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as agreed with the Custodian that the Custodian will receive and agent hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the account and to the order of the Depositary for in accordance with the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions applicable terms of the DepositaryDeposit Agreement which include a requirement to segregate the Deposited Property from the other property of, and or held by, the Custodian PROVIDED THAT the Custodian shall not be obliged to segregate cash comprised in the Deposited Property from cash otherwise held by the Custodian. The Custodian shall be responsible solely to itthe Depositary PROVIDED THAT, if and so long as the Depositary and the Custodian are the same legal entity, references to them separately in these Conditions and the Deposit Agreement are for convenience only and that legal entity shall be responsible for discharging both functions directly to the Holders and the Company. Any The Custodian may resign and or be discharged from its duties hereunder removed by the Depositary by giving 90 days' prior notice, except that if a replacement Custodian is appointed which is a branch or affiliate of the Depositary, the Custodian's resignation or discharge may take effect immediately on the appointment of such replacement Custodian. Upon the removal of or receiving notice of such the resignation delivered to of the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunderCustodian, the Depositary shall promptly appoint a successor Custodian (approved (i) by the Company, such approval not to be unreasonably withheld or delayed, and (ii) by the relevant authority in [issuer's jurisdiction], if any), which shall, promptly after receiving upon acceptance of such noticeappointment, appointand the expiry of any applicable notice period, subject to become the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderCustodian. Whenever the Depositary in its discretion determines that it is in the best interest interests of the Registered Holders to do so, it may appoint substitute or additional custodian or custodiansmay, which shall thereafter be one after prior consultation with the Company, terminate the appointment of the Custodians hereunder subject Custodian and, in each instance to the written approval event of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as termination, the Depositary shall instruct. Each promptly appoint a successor Custodian (approved (i) by the Company, such substitute approval not to be unreasonably withheld or additional custodian or custodians shall deliver to delayed, and (ii) by the Depositaryrelevant authority in [issuer's jurisdiction], forthwith if any), which shall, upon its appointment an acceptance of such appointment satisfactory appointment, become the Custodian under the Deposit Agreement on the effective date of such termination. The Depositary shall notify Holders of such change immediately upon such change taking effect in form accordance with Condition 23. Notwithstanding the foregoing, the Depositary may temporarily deposit the Deposited Property in a manner or a place other than as therein specified; PROVIDED THAT, in the case of such temporary deposit in another place, the Company shall have consented to such deposit, and substance such consent of the Company shall have been delivered to the DepositaryCustodian. Upon In case of transportation of the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writingDeposited Property under this Condition, the agent hereunder Depositary shall obtain appropriate insurance at the expense of the Company if and to the extent that the obtaining of such successor depositary, insurance is reasonably practicable and the appointment premiums payable are of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that the successor depositary so -------- ------- appointed shall, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositarya reasonable amount.

Appears in 1 contract

Samples: Deposit Agreement

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the Eschborn office of Deutsche Bank AG as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any A Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shallshall with the prior written consent of the Company, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, notice appoint a substitute custodian that is organized under the laws of India and Germany which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Registered Holders to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute or additional custodian or appoint one or more additional custodians, each of which shall thereafter be one of the Custodians a Custodian hereunder. Any Custodian ceasing to act as Custodian hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the all Deposited Securities held by it and all other books and records maintained by it with respect to any other its function as a Custodian or such hereunder to a Custodian continuing to act upon the instruction of the Depositary. Each substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly upon any such change, the Depositary shall give notice in writing to the Company, to all Holders and to each other Custodian of the name, the address and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

The Custodian. The Depositary may appoint one Custodian or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder successor shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and custodian, which shall thereafter be a the Custodian hereunder. The Depositary may discharge the Custodian any time upon notice to the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary any previous Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian. The substitute custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary agrees with the Company that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

The Custodian. The Depositary may Depositary, after consultation with the Company, shall from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Korea Securities Depository as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by If the Depositary receives a notice of such the resignation delivered to of the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If Custodian and upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such noticenotice and after consultation with the Company, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under which shall thereafter be the laws Custodian hereunder. Such resignation of India the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest Immediately upon any change of the Registered Holders to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or appointment of additional custodian or custodians as Custodians, the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver at its own expense give notice thereof in writing to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositaryall Holders. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Kt Corp)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Citibank Mexico S.A., as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 60 days prior to the date on which such resignation is to become effective. If upon the effectiveness receipt of such notice of resignation there shall be no other Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appointappoint a substitute Custodian approved by the Company, subject such approval not to the written approval of the Company which shall not be unreasonably withheld, a substitute custodian that is organized under the laws of India and the United Mexican States which shall thereafter be a the Custodian hereunder. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Registered Holders to do so, it the Depositary may discharge any Custodian and appoint a substitute or or, if permitted by Mexican and other applicable law, an additional custodian or custodiansCustodian, which who shall thereafter be one of the Custodians hereunder subject in a Custodian hereunder. Forthwith upon its appointment, each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians Custodian shall deliver to the Depositary, forthwith upon its appointment Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall, immediately upon any change in Custodian, give notice in writing to all Holders of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, become without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Grupo TMM Sab)

The Custodian. The Depositary Depositary, upon the written request or with the written approval of the Company, may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian and agent of (other than the Depositary for or an affiliate thereof) shall give notice in writing to the purpose of this Deposit AgreementCompany and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge any Custodian at any time upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject notice to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its name and location of the appointment an acceptance of such appointment satisfactory any Custodian not named in form and substance to the DepositaryReceipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the Receipts), subject to the penultimate sentence of Section 5.3 hereof, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of any Custodian other than JPMorgan Chase Bank, N. A. except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. To the extent the Custodian is JPMorgan Chase Bank, N.A. the Depositary shall be responsible for the acts and omissions to act on the part of the Custodian as if the Depositary were acting as Custodian hereunder.

Appears in 1 contract

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

The Custodian. The Depositary may Depositary, after consultation with the Company shall from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Citibank, N. A. Bombay as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of such resignation its election to do so delivered to the Depositary at least thirty (30) days prior to the date on which Depositary; such resignation is to become effectivetake effect upon the appointment of a successor Custodian and its acceptance of such appointment as hereinafter provided. If upon the effectiveness delivery of such notice of resignation there shall be no Custodian acting hereunderhereunder other than the Custodian delivering the notice, the Depositary shall, promptly after receiving such noticenotice and after consultation with the Company, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under which shall thereafter be the laws Custodian hereunder. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of India and the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Whenever the Depositary in Forthwith upon its discretion determines that it is in the best interest of the Registered Holders to do soappointment, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary and to the Company. Immediately upon any change, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: International Deposit Agreement (Tata Motors LTD/Fi)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Nacional Financiera, S.N.C. as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under approved by the laws of India and Company (such approval not to be unreasonably withheld), which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may appoint a substitute or additional custodian or custodiansapproved by the Company (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Tv Azteca Sa De Cv)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Citibank, N.A., Taipei Branch, as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty sixty (3060) days prior to the date on which such resignation is to become effective. If upon the effectiveness such notice of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appointafter consultation with the Company, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and the ROC which shall thereafter be the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged and, after consultation with the Company, appoint a substitute or an additional custodian, who shall thereafter be a Custodian hereunder. Whenever the Depositary in Forthwith upon its discretion determines that it is in the best interest of the Registered Holders to do soappointment, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary and the Company an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall give notice in writing to all registered Holders of the name, location and the appointment of any successor Custodian. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)

The Custodian. (a) The Depositary may appoint one or more ------------- agents direction to act as its the Trustee to enter into the Custodian hereunder. The Depositary has initially appointed ICICI Limited as Agreement with the Initial Custodian is hereby confirmed, and agent of the Depositary Trustee shall have no liability for the purpose of this Deposit Agreementterms thereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the DepositaryIf, and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness resignation of such resignation any Custodian, there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving notice of such noticeresignation, appoint, subject to at the written approval direction of the Company which shall not unreasonably withheld, Sponsor appoint a substitute custodian that is organized under or custodians selected by the laws Sponsor, each of India and which shall thereafter be a Custodian hereunder. Whenever When directed by the Depositary in its discretion determines that it is Sponsor, and to the extent permitted by, and in the best interest manner provided by, the relevant Custodian Agreement, the Trustee shall remove the Custodian and appoint a substitute custodian or appoint an additional custodian or custodians selected by the Sponsor, each of the Registered Holders to do so, it may appoint which shall thereafter be a Custodian hereunder. Each such substitute or additional custodian shall, forthwith upon its appointment, enter into one or custodiansmore Custodian Agreements in form and substance approved by the Sponsor (provided, which shall thereafter be one however, that the rights and duties of the Custodians Trustee hereunder subject in each instance to and under the then-existing Custodian Agreements shall not be materially altered by such new Custodian Agreements without its consent). After the date of this Agreement, the Trustee shall not enter into or amend any Custodian Agreement with a Custodian without the written approval of the CompanySponsor (which approval shall not be unreasonably withheld or delayed). Upon When instructed by the Sponsor, the Trustee shall demand that a Custodian deliver such of the Depositary any previous Custodian shall deliver the Deposited Securities Gold held by it as is requested of it to any other Custodian or such substitute or additional custodian Custodian or custodians as Custodians selected by the Depositary Sponsor. In connection with such delivery, the Trustee will, solely if and in the manner directed by the Sponsor, cause the physical Gold to be weighed or assayed and any such weighing and assay shall instructbe an expense of the Trust pursuant to Section 4.7(a)(2). Each such substitute The Trustee shall have no liability for any delivery of Gold or additional custodian weighing or custodians shall deliver assaying of delivered physical Gold directed by the Sponsor pursuant to the Depositarypreceding provisions of this paragraph and, forthwith upon its appointment an acceptance in the absence of such appointment satisfactory direction from the Sponsor, shall have no obligation to effect such a delivery or to cause the delivered physical Gold to be weighed, assayed or otherwise validated. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than (i) to receive and review such reports of the Gold held for the Trust by such Custodian and of transactions in form and substance Gold held for the account of the Trust made by such Custodian pursuant to the DepositaryCustodian Agreement and (ii) to send a form of annual questionnaire for such Custodian to the Sponsor for the Sponsor’s review and approval, to send the annual questionnaire as approved by the Sponsor to such Custodian and, upon receipt of such Custodian’s responses to the annual questionnaire, to forward such responses to the Sponsor and to facilitate any further inquiry of such Custodian regarding such responses which may be specified by the Sponsor. The accounts and operations of, and the Gold held for the Trust by, each Custodian shall be audited or examined by accountants, auditors or other inspectors selected by the Sponsor at such times as directed by the Sponsor and as permitted by the Custodian Agreements. In no event shall the Trustee be liable for (i) any loss or damage resulting from the actions or omissions of, or the insolvency of, any Custodian or loss or damage to the Gold while in the possession of, or in transit to or from, any Custodian, (ii) the amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Gold held by any Custodian, (iv) any failure of the Gold to conform to the requirements of “good delivery” under the rules of the London Bullion Market Association or (v) any failure of the Gold to conform to a description thereof provided by any Custodian to the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, any each Custodian then acting hereunder under Custodian Agreements with the predecessor of such Trustee shall forthwith become, without any further act or writing, the agent hereunder of such successor depositaryTrustee, and the appointment of such successor depositary Trustee shall in no way impair the authority of any Custodian hereundereach such Custodian; provided, however, that but the successor depositary Trustee so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee. (d) Upon such terms, if any, as may be provided for in a Custodian Agreement, the applicable Custodian may reject a deposit of Gold made by an Authorized Participant in connection with a Purchase Order which includes any Gold which is subject to governmental sanctions applicable to brands of gold, including, without limitation, sanctions of The Office of Foreign Asset Control of the Department of Treasury of the United States applicable to brands of gold.

Appears in 1 contract

Samples: Depositary Trust Agreement (iShares Gold Trust Micro)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Banco Santander - Chile as Custodian custodian and agent of the Depositary for the purpose of this the Deposit Agreement. Any A Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective, and the Depositary shall provide the Company prompt notice of any such resignation. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and or custodians, which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any previous Custodian the predecessor custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians and such other books and records maintained by such predecessor with respect to its function as the Depositary shall instructCustodian hereunder. Each such substitute or additional custodian or custodians shall deliver to the DepositaryDepositary and the Company, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to the Company and all Holders of ADSs. Citibank, N.A. may at any time act as Custodian of the Deposited Securities pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement. The Depositary shall give prompt notice to the Company of its acting as Custodian pursuant to the Deposit Agreement but shall not be obligated to give notice to any Holders of ADSs or other Custodian. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited ­­­­­­­­­­­the principal Dublin office of the Bank of Ireland as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and which shall thereafter be a the Custodian hereunder. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Registered Holders to do so, it may appoint a substitute or an additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary any previous the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodians. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (CRH Public LTD Co)

The Custodian. The Depositary, upon the written request of the Company, will appoint or replace one or more agents to act for the Depositary as Custodian hereunder unless the Depositary reasonably believes that the proposed Custodian is not, or will not be, able to provide service satisfactory to the Depositary, to be based upon, without limitation, consideration of operational systems, security procedures, expenses and credit standing, in which case the Depositary and the Company will use their reasonable best efforts to resolve any service issue. In addition, the Depositary, upon the written approval of the Company (which shall not be unreasonably withheld), may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian (other than JPMorgan Chase Bank, N. A.) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge any Custodian at any time upon notice to the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to being discharged with the written approval of the Company (which shall not be unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a ). Any Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its name and location of the appointment an acceptance of such appointment satisfactory any Custodian not named in form and substance to the DepositaryReceipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Telmex Internacional, S.A.B. De C.V.)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the London Branch of The Bank of New York Mellon as Custodian custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws or custodians, each of India and which shall thereafter be a Custodian hereunder. Whenever the The Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Companyhereunder. Upon demand of the Depositary any previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodians. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary, accepting such appointment and agreeing to abide by the applicable terms of this Deposit Agreement. Upon the appointment of any successor depositary hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary. As soon as practicable after any appointment of a successor Custodian, the Depositary shall give written notice to the Issuer.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited its principal London office as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and Custodian, which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint substitute or additional custodian or custodiansa subsitute custodian, which shall thereafter be one of the Custodians Custodian hereunder subject in each instance to the written approval of the Company. Upon and upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians Custodian shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts. Upon the appointment of any successor succssor depositary hereunderbereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that hereunder but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority authortcy as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Huntingdon Life Sciences Group PLC)

The Custodian. The Depositary may Depositary, after consultation with the Company, shall from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary depositary has initially appointed ICICI Limited Citibank, N.A. (Bombay Branch) as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of such resignation its election to do so delivered to the Depositary at least thirty (30) days prior to the date on which Depositary; such resignation is to become effectivetake effect upon the appointment of a successor Cxxxxxxxx and its acceptance of such appointment as hereinafter provided. If upon the effectiveness such notice of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such noticenotice and after consultation with the Company, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under which shall thereafter be the laws Custodian hereunder. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of India and the Holder to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Whenever the Depositary in Forthwith upon its discretion determines that it is in the best interest of the Registered Holders to do soappointment, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as agreed with the Custodian that the Custodian will receive and agent hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the account and to the order of the Depositary for in accordance with the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions applicable terms of the DepositaryDeposit Agreement which include a requirement to segregate the Deposited Property from the other property of, and or held by, the Custodian PROVIDED THAT the Custodian shall not be obliged to segregate cash comprised in the Deposited Property from cash otherwise held by the Custodian. The Custodian shall be responsible solely to itthe Depositary PROVIDED THAT, if and so long as the Depositary and the Custodian are the same legal entity, references to them separately in these Conditions and the Deposit Agreement are for convenience only and that legal entity shall be responsible for discharging both functions directly to the Holders and the Company. Any The Custodian may resign and or be discharged from its duties hereunder removed by the Depositary by giving prior notice, except that if a replacement Custodian is appointed which is a branch or affiliate of the Depositary, the Custodian’s resignation or discharge may take effect immediately on the appointment of such replacement Custodian. Upon the removal of or receiving notice of such the resignation delivered to of the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunderCustodian, the Depositary shall promptly appoint a successor Custodian (approved (i) by the Company, such approval not to be unreasonably withheld or delayed, and (ii) by the relevant authority in Russia, if any), which shall, promptly after receiving upon acceptance of such noticeappointment, appointand the expiry of any applicable notice period, subject to become the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderCustodian. Whenever the Depositary in its discretion determines that it is in the best interest interests of the Registered Holders to do so, it may appoint substitute or additional custodian or custodiansmay, which shall thereafter be one after prior consultation with the Company, terminate the appointment of the Custodians hereunder subject Custodian and, in each instance to the written approval event of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as termination, the Depositary shall instruct. Each promptly appoint a successor Custodian (approved (i) by the Company, such substitute approval not to be unreasonably withheld or additional custodian or custodians shall deliver to delayed, and (ii) by the Depositaryrelevant authority in Russia, forthwith if any), which shall, upon its appointment an acceptance of such appointment satisfactory appointment, become the Custodian under the Deposit Agreement on the effective date of such termination. The Depositary shall notify Holders of such change immediately upon such change taking effect in form accordance with Condition 22. Notwithstanding the foregoing, the Depositary may temporarily deposit the Deposited Property in a manner or a place other than as therein specified; PROVIDED THAT, in the case of such temporary deposit in another place, the Company shall have consented to such deposit, and substance such consent of the Company shall have been delivered to the DepositaryCustodian. Upon In case of transportation of the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writingDeposited Property under this Condition, the agent hereunder Depositary shall obtain appropriate insurance at the expense of the Company if and to the extent that the obtaining of such successor depositary, insurance is reasonably practicable and the appointment premiums payable are of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that the successor depositary so -------- ------- appointed shall, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositarya reasonable amount.

Appears in 1 contract

Samples: Deposit Agreement (JSC RusHydro)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Bank Leu as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty sixty (3060) days prior to the date on which such resignation is to become effective. If upon the effectiveness such notice of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appointafter consultation with the Company, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and Switzerland which shall thereafter be the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged and, after consultation with the Company, appoint a substitute or an additional custodian, who shall thereafter be a Custodian hereunder. Whenever the Depositary in Forthwith upon its discretion determines that it is in the best interest of the Registered Holders to do soappointment, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary and the Company an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held, by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall give notice in writing to all registered Holders of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Centerpulse LTD)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Bancomer S.A. and Nacional Financiera, S.N.C. as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under approved by the laws of India and Company (such approval not to be unreasonably withheld), which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint a substitute or additional custodian or custodiansapproved by the Company (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Ica Corp)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Skandinaviska Enskilda Banken and Svenska Handelsbanken as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly Promptly after receiving such notice, appointthe Depositary will, subject to the written approval of the Company which shall not unreasonably withheldif needed, appoint a substitute custodian or additional custodian, so that is organized under the laws of India and which shall thereafter there will at all times be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other a substitute Custodian or such substitute or additional custodian or custodians as designated by the Depositary shall instructDepositary. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Aktiebolaget Electrolux)

The Custodian. The Depositary Depositary, upon written request or with the written approval of the Company, may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian (other than an office of JPMorgan Chase Bank) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge any Custodian at any time upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject notice to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its name and location of the appointment an acceptance of such appointment satisfactory any Custodian not named in form and substance to the DepositaryReceipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Ing Groep Nv)

The Custodian. The Depositary Depositary, upon the request or with the approval of the Company, may from time to time (and shall, as promptly as practicable, whenever there be no Custodian hereunder) appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian (other than JPMorgan Chase Bank) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge the Custodian at any time upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject notice to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its name and location of the appointment an acceptance of such appointment satisfactory any Custodian not named in form and substance to the DepositaryReceipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the 15 <PAGE> Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement

The Custodian. (a) The Depositary may appoint one or more ------------- agents Trustee is hereby directed to act as its Custodian hereunderenter into the Trust Allocated Account Agreement and the Trust Unallocated Account Agreement with the Initial Custodian. The Depositary has initially appointed ICICI Limited as Initial Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall will be subject at all times and in all respects to the directions of the DepositaryTrustee as provided in such Custody Agreements, and shall will be responsible solely to it. Any Custodian may resign it and be discharged from its duties hereunder by notice of such resignation delivered to Beneficial Owners to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effectiveextent UK law requires. If upon the effectiveness resignation of such resignation any Custodian there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving such noticenotice of such resignation, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian or custodians selected by the Sponsor pursuant to custody agreements approved by the Sponsor (provided, however that is organized under the laws rights and duties of India and the Trustee hereunder shall not be materially altered without its consent), each of which shall thereafter be a Custodian hereunder. Whenever When directed by the Depositary Sponsor or if the Trustee in its discretion determines that it is in the best interest of the Registered Holders Owners to do soso and with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), it may the Trustee shall appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to hereunder. After the date of this Agreement, the Trustee shall not enter into or amend any Custody Agreement with a Custodian without the written approval of the CompanySponsor (which approval shall not be unreasonably withheld or delayed). Upon When instructed by the Sponsor, the Trustee shall demand that a Custodian deliver such of the Depositary any previous Custodian shall deliver the Deposited Securities Silver held by it as is requested of it to any other Custodian or such substitute or additional custodian or custodians as directed by the Depositary Sponsor. In connection with such delivery the Trustee will, solely if and in the manner directed by the Sponsor, cause the Silver to weighed or assayed and any such weighing and assay shall instructbe an expense of the Trust pursuant to Section 4.7(a)(ii) hereof. The Trustee shall have no liability for any delivery of Silver or weighing or assaying of delivered Silver directed by the Sponsor pursuant to the preceding provisions of this paragraph and in the absence of such direction shall have no obligation to effect such a delivery or to cause the delivered Silver to be weighed, assayed or otherwise validated. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory appointment, enter into a Custody Agreement in form and substance satisfactory to the DepositarySponsor and the Trustee. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than to receive and review such reports of the Silver held for the Trust by such Custodian and of transactions in Silver held for the account of the Trust made by such Custodian pursuant to the Custody Agreements. The accounts and operations of each Custodian shall be audited or examined by accountants or other inspectors selected by the Sponsor at such times as directed by the Sponsor as permitted by the Custody Agreements. In no event shall the Trustee be liable for (i) any loss or damage resulting from the actions or omissions of any Custodian or loss or damage to the Silver while in the possession of, or in transit to or from, any Custodian, (ii) the amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Silver held by a Custodian, (iv) any failure of Silver to conform to the requirements of “good delivery” under the rules of LBMA, or (v) any failure of Silver to conform to a description thereof provided by the Custodian to the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Trustee and the appointment of such successor depositary Trustee shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary Trustee so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

Appears in 1 contract

Samples: Depositary Trust Agreement (Etfs Silver Trust)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Skandinaviska Enskilda Banken and Svenska Handelsbanken as Custodian custodians and agent agents of the Depositary for the purpose of this Deposit Agreement. Any Custodian Custodians in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any Custodian The Custodians may resign and be discharged from its their duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunder. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint a substitute or an additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary any previous the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodians. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Atlas Copco Ab)

The Custodian. The Depositary may Depositary, after consultation with the Company, shall from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary depositary has initially appointed ICICI Limited Citibank, N.A. (Bombay Branch) as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of such resignation its election to do so delivered to the Depositary at least thirty (30) days prior to the date on which Depositary; such resignation is to become effectivetake effect upon the appointment of a successor Custodian and its acceptance of such appointment as hereinafter provided. If upon the effectiveness such notice of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such noticenotice and after consultation with the Company, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under which shall thereafter be the laws Custodian hereunder. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of India and the Holder to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Whenever the Depositary in Forthwith upon its discretion determines that it is in the best interest of the Registered Holders to do soappointment, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited The Industrial Bank of Japan, Limited, Tokyo, Japan, and The Fuji Bank, Limited, Tokyo, Japan, severally, as Custodian Custodians and agent agents of the Depositary for the purpose purposes of this Deposit Agreement. Any Each Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Either Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of after such resignation there will be a Custodian remaining hereunder, the resigning Custodian shall, upon demand of the Depositary, deliver Deposited Securities held by it to such remaining Custodian and such remaining Custodian shall thereupon assume the obligations and duties of such resigning Custodian, including obligations or duties pursuant to Section 2.03 hereof, if any. If after such resignation there will be no Custodian acting remaining hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and Custodian, which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders holders of Receipts to do so, it may upon prior consultation with Hitachi appoint a substitute or additional custodian or custodiansCustodian, which for either Custodian, which, together with any other Custodian hereunder, shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon a Custodian hereunder, and upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructCustodian. Each such substitute or additional custodian or custodians Custodian shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change the Depositary shall mail notice thereof to all record holders of Receipts. If prior to such change two entities were acting severally as Custodian such notice shall be mailed at Hitachi's expense but if prior to such change only one entity was acting as Custodian such notice shall be mailed without cost to Hitachi. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall stall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Hitachi LTD)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the Bank of Ireland as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder hereunderCustodian shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and custodian, which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and custodian, which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary any previous the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian. The substitute custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Parana Bank S.A.)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Banco Inbursa S.A., as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to itit and shall have no obligations to any Owners or Beneficial Owners. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under or custodians approved by the laws Company (such approval not to be unreasonably withheld), each of India and which shall thereafter be a Custodian hereunder. Whenever the The Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint a substitute or additional custodian or custodianscustodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Companyhereunder. Upon demand of the Depositary any previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodians. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Citibank, N.A., Taipei Branch, as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty sixty (3060) days prior to the date on which such resignation is to become effective. If upon the effectiveness such notice of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appointafter consultation with the Company, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and the ROC which shall thereafter be the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged and, after consultation with the Company, appoint a substitute or an additional custodian, who shall thereafter be a Custodian hereunder. Whenever the Depositary in Forthwith upon its discretion determines that it is in the best interest of the Registered Holders to do soappointment, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary and the Company an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall give notice in writing to all registered Holders of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)

The Custodian. The Depositary may Depositary, after consultation with the Company, shall from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Citibank, N.A., Manila, as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of such resignation its election to do so delivered to the Depositary at least thirty (30) days prior to the date on which Depositary;, such resignation is to become effectiveeffective upon appointment of a successor Custodian and its acceptance of such appointment as hereinafter provided. If upon the effectiveness such notice of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India the Philippines which shall thereafter be the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged and which appoint a substitute or an additional custodian, who shall thereafter be a Custodian hereunder. Whenever the Depositary in Forthwith upon its discretion determines that it is in the best interest of the Registered Holders to do soappointment, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. The Depositary shall give notice in writing to all Holders of the name, location and the appointment of any Custodian not named in the GDRs. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided;, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co)

The Custodian. The Depositary Depositary, upon the written request or with the written approval of the Company, may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian (other than Deutsche Bank AG, Amsterdam Branch) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge any Custodian at any time upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject notice to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its name and location of the appointment an acceptance of such appointment satisfactory any Custodian not named in form and substance to the DepositaryReceipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Wolters Kluwer N v /Fi)

The Custodian. The Depositary may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian (other than an office of JPMorgan Chase Bank) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge any Custodian at any time upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject notice to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its name and location of the appointment an acceptance of such appointment satisfactory any Custodian not named in form and substance to the DepositaryReceipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located.

Appears in 1 contract

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

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The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the Offenbach office of BHF-Bank AG as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any A Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shallshall with the prior written consent of the Company, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, notice appoint a substitute custodian that is organized under the laws of India and Germany which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute or additional custodian or appoint one or more additional custodians, each of which shall thereafter be one of the Custodians a Custodian hereunder. Any Custodian ceasing to act as Custodian hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the all Deposited Securities held by it and all other books and records maintained by it with respect to any other its function as a Custodian or such hereunder to a Custodian continuing to act upon the instruction of the Depositary. Each substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice in writing to the Company, to all Owners and to each other Custodian of the name, the address and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Grupo Financiero BBVA Bancomer S.A. as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under approved by the laws of India and Company (such approval not to be unreasonably withheld), which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint a substitute or additional custodian or custodiansapproved by the Company (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Ica Corp)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited its principal London office as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. The Depositary shall,If upon the effectiveness of such resignation there shall be no Depositary receives notice that the Custodian acting hereunderwill resign or for any reason will cease to act as such, the Depositary shall, as promptly as practicable after receiving such suchthat notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under approved by the laws of India and Company (such approval not to be unreasonably withheld), which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint a substitute or additional custodian or custodiansapproved by the Company (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (International Power PLC)

The Custodian. The Depositary may may, after consultation with the Company if practicable, appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian (other than Deutsche Bank AG) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. If upon the effectiveness of following such resignation there shall be or discharge no Custodian acting hereunderexists, the Depositary shall, after consultation with the Company if practicable, promptly after receiving such notice, appoint, subject to the written approval notice of the Company which shall not unreasonably withheld, resignation or after delivering notice of discharge appoint with due care a substitute custodian that is organized under the laws of India Custodian and which such substitute Custodian shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory and the name and location of any Custodian not named in form and substance to the DepositaryReceipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the Frankfurt/Main offices of Dresdner Bank AG and Deutsche Bank AG as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any A Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shallshall with the prior written consent of the Company, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, notice appoint a substitute custodian that is organized under the laws of India and Germany which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Registered Holders to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute or additional custodian or appoint one or more additional custodians, each of which shall thereafter be one of the Custodians a Custodian hereunder. Any Custodian ceasing to act as Custodian hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the all Deposited Securities held by it and all other books and records maintained by it with respect to any other its function as a Custodian or such hereunder to a Custodian continuing to act upon the instruction of the Depositary. Each substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice in writing to the Company, to all Holders and to each other Custodian of the name, the address and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.be

Appears in 1 contract

Samples: Deposit Agreement (Basf Aktiengesellschaft /Fa/)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the Bank of Ireland as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and custodian, which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Elan Corp PLC)

The Custodian. The Depositary may Depositary, after consultation with the Company, shall from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Citibank, N. A. Bombay as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by 30 days' prior written notice of such resignation its election to do so delivered to the Depositary at least thirty (30) days prior to the date on which Depositary; such resignation is to become effectivetake effect upon the appointment of a successor Custodian and its acceptance of such appointment as hereinafter provided. If upon the effectiveness delivery of such notice of resignation there shall be no Custodian acting hereunderhereunder other than the Custodian delivering the notice, the Depositary shall, promptly after receiving such noticenotice and after consultation with the Company, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under which shall thereafter be the laws Custodian hereunder. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of India and the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Whenever the Depositary in Forthwith upon its discretion determines that it is in the best interest of the Registered Holders to do soappointment, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary and to the Company. Immediately upon any change, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Rule 144a Deposit Agreement (Citibank,N.A./ADR)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited State Street Bank and Trust Company as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to itand the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty ninety (3090) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under upon prior notification to the laws of India and Company, which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint a substitute or additional custodian or custodiansapproved by the Company (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Scottish & Southern Energy PLC /Fi)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Banca Commerciale Italiana S.p.A. as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under approved by the laws of India and Company (such approval not to be unreasonably withheld), which shall thereafter be a the Custodian hereunder; provided that such substitute Custodian shall be qualified as an intermediary pursuant to the Decree and the Regulation. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may appoint a substitute or additional custodian or custodiansapproved by the Company (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary Depositarydepositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositarydepositary and the appointment of such successor depositary Depositarydepositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary Depositarydepositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositarydepositary.

Appears in 1 contract

Samples: Deposit Agreement (Ducati Motor Holding Spa)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any A Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and custodian, which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any previous Custodian the predecessor custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians and such other books and records maintained by such predecessor with respect to its function as the Depositary shall instructCustodian hereunder. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to the Company and all Holders of Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Sandvik Ab /Fi)

The Custodian. The Depositary may Depositary, after consultation with the Company, shall from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Citibank, N. A. Bombay as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of such resignation its election to do so delivered to the Depositary at least thirty (30) days prior to the date on which Depositary; such resignation is to become effectivetake effect upon the appointment of a successor Custodian and its acceptance of such appointment as hereinafter provided. If upon the effectiveness delivery of such notice of resignation there shall be no Custodian acting hereunderhereunder other than the Custodian delivering the notice, the Depositary shall, promptly after receiving such noticenotice and after consultation with the Company, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under which shall thereafter be the laws Custodian hereunder. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of India and the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Whenever the Depositary in Forthwith upon its discretion determines that it is in the best interest of the Registered Holders to do soappointment, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary and to the Company. Immediately upon any change, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Rule 144a Deposit Agreement (Tata Motors LTD/Fi)

The Custodian. 7.1 The Depositary may Client has entered into an agreement with a Custodian for the holding and safekeeping of all of the cash and securities and other assets in the Portfolio on terms reasonably acceptable to the Manager. The details of such Custodian are set out at Schedule 3 to this Agreement. The Manager shall at no time hold or be responsible for any assets belonging to the Client. The Client acknowledges that it has been and will be solely responsible for the selection, appointment, monitoring and supervision of the Custodian and for any services the Custodian provides to the Client including, without limitation, cash management services, stocklending and repo services and foreign exchange services. 7.2 For the avoidance of doubt, the Client acknowledges and agrees that the Manager shall not be liable for any act of default on the part of the Custodian, who shall (a) have sole responsibility for the safe-keeping of the assets comprising the Portfolio on behalf of the Client, including their registration and the retention of any documents of title and (b) hold the official books and records of the Portfolio and the Manager is not engaged to provide such official books and records nor to be responsible for any reconciliation of assets in relation to the Portfolio. 7.3 If the Client wishes to terminate its arrangements with the Custodian and appoint one a new Custodian, it shall first give the Manager not less than 30 days prior written notice of any such proposed change and shall not effect any such change until it has the written consent of the Manager (not to be unreasonably delayed or more ------------- agents withheld). The Client shall ensure that at or before the time of appointment of a new Custodian it shall supply to the Manager details relating to the Custodian in the form set out at Schedule 3 hereto and ensure that the terms of its agreement with the new Custodian will comply with the terms of this Clause 7. 7.4 The Custodian agreement with the Client relating to the custody of the Investments in the Portfolio shall include provisions: (a) authorising the Custodian to open bank accounts in the name of the Client on the Manager’s instruction and to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent on the instructions of the Depositary for Manager in respect of payments to and from such accounts, deliveries, receipts, voting and other rights attached to Investments contained in the purpose Portfolio and any other matters connected with the Portfolio, provided that cash and securities may not be transferred to accounts other than in the name of this Deposit Agreement. Any the Client; and (b) instructing the Custodian to provide the Manager with such periodic statements concerning the status of the Portfolio, as the Manager may request from time to time and promptly notifying the Manager of all corporate actions and other events affecting the investments in acting hereunder shall be subject at all times and in all respects the Portfolio of which the Custodian has received notice by passing or copying such notices to the directions of the Depositary, and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that the successor depositary so -------- ------- appointed shall, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryManager.

Appears in 1 contract

Samples: Discretionary Investment Management Agreement (Hamilton Insurance Group, Ltd.)

The Custodian. (a) The Depositary may appoint one or more ------------- agents Trustee is hereby directed to act as its enter into the Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian Agreement with the Initial Custodian, and agent of the Depositary Trustee shall have no liability for the purpose of this Deposit Agreementterms thereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the DepositaryIf, and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness resignation of such resignation any Custodian, there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving notice of such noticeresignation, appoint, subject to at the written approval direction of the Company which shall not unreasonably withheld, Sponsor appoint a substitute custodian that is organized under or custodians selected by the laws Sponsor, each of India and which shall thereafter be a Custodian hereunder. Whenever When directed by the Depositary in its discretion determines that it is Sponsor, and to the extent permitted by, and in the best interest manner provided by, the relevant Custodian Agreement, the Trustee shall remove the Custodian and appoint a substitute custodian or appoint an additional custodian or custodians selected by the Sponsor, each of the Registered Holders to do so, it may appoint which shall thereafter be a Custodian hereunder. Each such substitute or additional custodian shall, forthwith upon its appointment, enter into one or custodiansmore Custodian Agreements in form and substance approved by the Sponsor (provided, which shall thereafter be one however, that the rights and duties of the Custodians Trustee hereunder subject in each instance to and under the then-existing Custodian Agreements shall not be materially altered by such new Custodian Agreements without its consent). After the date of this Agreement, the Trustee shall not enter into or amend any Custodian Agreement with a Custodian without the written approval of the CompanySponsor (which approval shall not be unreasonably withheld or delayed). Upon When instructed by the Sponsor, the Trustee shall demand that a Custodian deliver such of the Depositary any previous Custodian shall deliver the Deposited Securities Gold held by it as is requested of it to any other Custodian or such substitute or additional custodian Custodian or custodians as Custodians selected by the Depositary Sponsor. In connection with such delivery, the Trustee will, solely if and in the manner directed by the Sponsor, cause the physical Gold to be weighed or assayed and any such weighing and assay shall instructbe an expense of the Trust pursuant to Section 4.7(a)(2). Each such substitute The Trustee shall have no liability for any delivery of Gold or additional custodian weighing or custodians shall deliver assaying of delivered physical Gold directed by the Sponsor pursuant to the Depositarypreceding provisions of this paragraph and, forthwith upon its appointment an acceptance in the absence of such appointment satisfactory direction from the Sponsor, shall have no obligation to effect such a delivery or to cause the delivered physical Gold to be weighed, assayed or otherwise validated. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than (i) to receive and review such reports of the Gold held for the Trust by such Custodian and of transactions in form and substance Gold held for the account of the Trust made by such Custodian pursuant to the DepositaryCustodian Agreement and (ii) to send a form of annual questionnaire for such Custodian to the Sponsor for the Sponsor’s review and approval, to send the annual questionnaire as approved by the Sponsor to such Custodian and, upon receipt of such Custodian’s responses to the annual questionnaire, to forward such responses to the Sponsor and to facilitate any further inquiry of such Custodian regarding such responses which may be specified by the Sponsor. The accounts and operations of, and the Gold held for the Trust by, each Custodian shall be audited or examined by accountants, auditors or other inspectors selected by the Sponsor at such times as directed by the Sponsor and as permitted by the Custodian Agreements. In no event shall the Trustee be liable for (i) any loss or damage resulting from the actions or omissions of, or the insolvency of, any Custodian or loss or damage to the Gold while in the possession of, or in transit to or from, any Custodian, (ii) the amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Gold held by any Custodian, (iv) any failure of the Gold to conform to the requirements of “good delivery” under the rules of the London Bullion Market Association or (v) any failure of the Gold to conform to a description thereof provided by any Custodian to the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, any each Custodian then acting hereunder under Custodian Agreements with the predecessor of such Trustee shall forthwith become, without any further act or writing, the agent hereunder of such successor depositaryTrustee, and the appointment of such successor depositary Trustee shall in no way impair the authority of any Custodian hereundereach such Custodian; provided, however, that but the successor depositary Trustee so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

Appears in 1 contract

Samples: Depositary Trust Agreement (iShares Gold Trust Micro)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Unibanco as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged at its request from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty sixty (3060) days prior to the date on which such resignation is to become effective. If upon the effectiveness such notice of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appointand after consultation with the Companies, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and Brazil which shall thereafter be a the Custodian hereunder. Whenever The Depositary, after consultation with the Depositary in its discretion determines that it is in Companies, may discharge the best interest of Custodian at any time upon notice to the Registered Holders to do soCustodian being discharged and appoint a substitute custodian, it may appoint substitute or additional custodian or custodians, which who shall thereafter be one of the Custodians hereunder subject in each instance to Custodian hereunder. Forthwith upon its appointment, the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary and the Companies an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Companies. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requeseted of it to such substitute custodian. The Depositary shall give notice in writing to all registered Holders of the name, location and the appointment of the Custodian not named in the Receipts. The Depositary agrees with the Companies that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Unibanco Holdings Sa)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the Frankfurt/Main offices of Dresdner Bank AG and Deutsche Offenbach office of BHF-Bank AG as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any A Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shallshall with the prior written consent of the Company, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, notice appoint a substitute custodian that is organized under the laws of India and Germany which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Registered Holders to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute or additional custodian or appoint one or more additional custodians, each of which shall thereafter be one of the Custodians a Custodian hereunder. Any Custodian ceasing to act as Custodian hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the all Deposited Securities held by it and all other books and records maintained by it with respect to any other its function as a Custodian or such hereunder to a Custodian continuing to act upon the instruction of the Depositary. Each substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice in writing to the Company, to all Holders and to each other Custodian of the name, the address and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Basf Aktiengesellschaft)

The Custodian. The Depositary may Depositary, after consultation with the Company, shall from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Korea Securities Depository as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by If the Depositary receives a notice of such the resignation delivered to of the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If Custodian and upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such noticenotice and after consultation with the Company, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under which shall thereafter be the laws Custodian hereunder. Such resignation of India the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest Immediately upon any change of the Registered Holders to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or appointment of additional custodian or custodians as Custodians, the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver at its own expense give notice thereof in writing to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositaryall Holders. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Sk Telecom Co LTD)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Citibank (London) as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If If, upon the effectiveness of such resignation resignation, there shall be no Custodian custodian acting hereunder, the Depositary shall, promptly after receiving such noticenotice and after consultation with the Company, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and which shall thereafter be a the Custodian hereunder. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Registered Holders to do so, it may appoint an additional custodian, or discharge the Custodian and appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary Depositary, any previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodians. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment appointment, an acceptance of such appointment and agreement to be bound by the terms hereof, satisfactory in form and substance to the DepositaryDepositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders and each other Custodian. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Waste Management Inc)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian its successors in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, then promptly following receipt of such notice, the Depositary shall, promptly in its reasonable discretion, after receiving such notice, appoint, subject to the written approval of consultation with the Company which shall not unreasonably withheld(provided that the Company responds without unreasonable delay), appoint a substitute custodian that is organized under the laws or custodians, each of India and which shall thereafter be a Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may may, upon consultation with the Company (provided that the Company responds without unreasonable delay), appoint substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Companyhereunder. Upon demand of the Depositary any previous Custodian shall deliver such of the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities, as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodians. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any A Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appointappoint a substitute custodian approved by the Company, subject to the written which approval of the Company which shall not be unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint a substitute or additional custodian or custodiansapproved by the Company, (which approval shall not be unreasonably withheld), which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon Custodian hereunder, and upon demand of the Depositary any previous Custodian the predecessor custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians and such other books and records maintained by such predecessor with respect to its function as the Depositary shall instructCustodian hereunder. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to the Company and all Holders of Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Amer Sports Corp /Fi)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited each of Skandinaviska Enskilda Banken and Svenska Handelsbanken as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any Each Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Each Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and custodian, which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint ap­point a substitute or an additional custodian or custodianscustodian, which shall thereafter there­after be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon a Custodian hereunder, and upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians custo­dian shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory satisfac­tory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writ­ing to all Holders of Receipts. The Depositary may discharge or appoint any Custo­dian only after consultation with the Company. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without with­out any further act or writing, the agent hereunder of such successor depositary, suc­cessor depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Svenska Cellulosa Aktiebolagot Sca /Fi)

The Custodian. The Depositary may appoint one Custodian or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder successor shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, as promptly as practicable after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and custodian, which shall thereafter be a the Custodian hereunder. The Depositary may discharge the Custodian any time upon notice to the Custodian being discharged. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one the Custodian hereunder. To the extent practicable, the Depositary shall notify the Company of the Custodians hereunder subject in each instance appointment of a substitute or additional Custodian at least 20 days prior to the written approval of the Companydate on which such appointment is to become effective. Upon demand of the Depositary any previous Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian. The substitute custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary agrees with the Company that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. The Depositary shall give notice as promptly as practicable in writing to the Company of any change in the Custodian. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Triunfo Holding & Investments)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the Edinburgh office of State Street Bank & Trust Company as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and may be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under or custodians approved by the laws Company, which approval will not be unreasonably withheld or delayed, each of India and which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint a substitute or an additional custodian approved by the Company, whose approval shall not be unreasonably withheld or delayed. Upon demand of the Depositary, any previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or to such substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Signet Group PLC)

The Custodian. (a) The Depositary may appoint one or more ------------- agents Trustee is hereby directed to act as its Custodian hereunderenter into the Trust Allocated Account Agreement and the Trust Unallocated Account Agreement with the Initial Custodian. The Depositary has initially appointed ICICI Limited as Initial Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall will be subject at all times and in all respects to the directions of the DepositaryTrustee as provided in such Custody Agreements, and shall will be responsible solely to it. Any Custodian may resign it and be discharged from its duties hereunder by notice of such resignation delivered to Beneficial Owners to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effectiveextent UK law requires. If upon the effectiveness resignation of such resignation any Custodian there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving such noticenotice of such resignation, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian or custodians selected by the Sponsor pursuant to custody agreements approved by the Sponsor (provided, however that is organized under the laws rights and duties of India and the Trustee hereunder shall not be materially altered without its consent), each of which shall thereafter be a Custodian hereunder. Whenever When directed by the Depositary Sponsor or if the Trustee in its discretion determines that it is in the best interest of the Registered Holders Owners to do soso and with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), it may the Trustee shall appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to hereunder. After the date of this Agreement, the Trustee shall not enter into or amend any Custody Agreement with a Custodian without the written approval of the CompanySponsor (which approval shall not be unreasonably withheld or delayed). Upon When instructed by the Sponsor, the Trustee shall demand that a Custodian deliver such of the Depositary any previous Custodian shall deliver the Deposited Securities Platinum held by it as is requested of it to any other Custodian or such substitute or additional custodian or custodians as directed by the Depositary shall instructSponsor. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory appointment, enter into a Custody Agreement in form and substance satisfactory to the DepositarySponsor and the Trustee. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than to receive and review such reports of the Platinum held for the Trust by such Custodian and of transactions in Platinum held for the account of the Trust made by such Custodian pursuant to the Custody Agreements. The accounts and operations of each Custodian shall be audited or examined by accountants or other inspectors selected by the Sponsor at such times as directed by the Sponsor as permitted by the Custody Agreements. In no event shall the Trustee be liable for (i) any loss or damage resulting from the actions or omissions of any Custodian or loss or damage to the Platinum while in the possession of, or in transit to or from, any Custodian, (ii) the amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Platinum held by a Custodian, (iv) any failure of Platinum to conform to the requirements of “good delivery” under the rules of LPPM, or (v) any failure of Platinum to conform to a description thereof provided by the Custodian to the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Trustee and the appointment of such successor depositary Trustee shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary Trustee so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

Appears in 1 contract

Samples: Depositary Trust Agreement (ETFS Platinum Trust)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Svenska Handelsbanken as Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any Each Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Each Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of after consultation with the Company which shall not unreasonably withheldif practicable, appoint a substitute custodian that is organized under the laws of India and custodian, which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint ap­point a substitute or an additional custodian or custodianscustodian, which shall thereafter there­after be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon a Custodian hereunder, and upon demand of the Depositary any the previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodian. Each such substitute or additional custodian or custodians custo­dian shall deliver to the Depositary, Depositary forthwith upon its appointment an acceptance of such appointment satisfactory satisfac­tory in form and substance to the Depositary. Promptly upon any such change, the Depositary shall give notice thereof in writ­ing to all Holders. The Depositary may discharge or appoint any Custo­dian only after consultation with the Company, if practicable. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without with­out any further act or writing, the agent hereunder of such successor depositary, suc­cessor depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

The Custodian. The Depositary may appoint one Custodian or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder successor shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least thirty (30) 60 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and custodian, which shall thereafter be a the Custodian hereunder. The Depositary may discharge the Custodian any time upon notice to the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary any previous Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian. The substitute custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary agrees with the Company that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. The Depositary shall give notice as promptly as practicable in writing to the Company of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any the Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Cyrela Commercial Properties S.A.)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Banco Itaú S.A., as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty sixty (3060) days prior to the date on which such resignation is to become effective. If upon the effectiveness such notice of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India Brazil which shall thereafter be the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged and which appoint a substitute or an additional custodian, who shall thereafter be a Custodian hereunder. Whenever the Depositary in Forthwith upon its discretion determines that it is in the best interest of the Registered Holders to do soappointment, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary and the Company an acceptance of such appointment satisfactory in form and substance to the Depositary. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall give notice in writing to all Holders of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Rossi Residencial S a /Fi)

The Custodian. The Depositary may Depositary, after consultation with the Company, shall from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Korea Securities Depository ("KSD") as Custodian and agent custodian of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by If the Depositary receives a notice of such the resignation delivered to of the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If Custodian and upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such noticenotice and after consultation with the Company, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it determines that it is organized under the laws of India and appropriate to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest Immediately upon any change of the Registered Holders to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or appointment of additional custodian or custodians as Custodians, the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver at its own expense give notice thereof in writing to the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositaryall Holders. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Regulation S Deposit Agreement (KB Financial Group Inc.)

The Custodian. The Depositary Depositary, upon the written request or with the written approval of the Company, may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian and agent of (other than the Depositary for or an affiliate thereof) shall give notice in writing to the purpose of this Deposit AgreementCompany and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge any Custodian at any time upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject notice to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its name and location of the appointment an acceptance of such appointment satisfactory any Custodian not named in form and substance to the DepositaryReceipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Bp PLC)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited the principal London office of the Depositary as Custodian custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws or custodians, each of India and which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Owners to do so, it may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Companyhereunder. Upon demand of the Depositary any previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodians. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary. Immediately upon any appointment of a successor Custodian, the Depositary shall give written notice to the Issuer and all Owners to such effect.

Appears in 1 contract

Samples: Deposit Agreement (Vodafone Group Public LTD Co)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Citibank N.A., Dublin as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under the laws of India and which shall thereafter be a the Custodian hereunder. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Registered Holders of Receipts to do so, it may appoint a substitute or an additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary any previous the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodians. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (CRH Public LTD Co)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Citibank, N.A., Mumbai Branch as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by 30 days' prior written notice of such resignation its election to do so delivered to the Depositary at least thirty (30) days prior to the date on which Depositary; such resignation is to become effectivetake effect upon the appointment of a successor Custodian and its acceptance of such appointment as hereinafter provided. If upon the effectiveness delivery of such notice of resignation there shall be no Custodian acting hereunderhereunder other than the Custodian delivering the notice, the Depositary shall, promptly after receiving such noticenotice and after consultation with the Company, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under which shall thereafter be the laws Custodian hereunder. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of India and the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Whenever the Depositary in Forthwith upon its discretion determines that it is in the best interest of the Registered Holders to do soappointment, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary and to the Company. Immediately upon any change, the Depositary shall at its own expense give notice thereof in writing to all Holders. If the Depositary appoints an additional or substitute custodian (as contemplated above) which is not a branch or subsidiary of Citibank, N.A., the Depositary agrees that (i) it shall obtain the consent of the Company prior to such appointment and (ii) it shall cooperate in good faith and shall use reasonable efforts to assist the Company in obtaining an agreement by such additional or substitute custodian to directly indemnify the Company for loss resulting from acts performed or omitted by the Custodian with substantially the same terms and conditions as the indemnity provided in Section 5.10. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed ICICI Limited Credit Lyonnais (Paris) as Custodian custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary, Depositary and shall be responsible solely to it. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint, subject to the written approval of the Company which shall not unreasonably withheld, appoint a substitute custodian that is organized under custodian, after consultation with the laws of India and Company, which shall thereafter be a the Custodian hereunder. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Registered Holders and Beneficial Owners of Receipts to do so, it may appoint a substitute or an additional custodian or custodianscustodian, after consultation with the Company, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the CompanyCustodian hereunder. Upon demand of the Depositary any previous Depositary, the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians as the Depositary shall instructcustodians. Each such substitute or additional custodian or custodians shall deliver to the Depositary, Depositary forthwith upon its appointment appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, depositary and the appointment of such successor depositary shall in no way impair the authority of any each Custodian hereunder; provided, however, that but the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Samples: Deposit Agreement (Groupe Danone)

The Custodian. The Depositary Depositary, upon the written request or with the written approval of the Company, may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. The Depositary has initially Each Custodian so appointed ICICI Limited as Custodian (other than JPMorgan Chase Bank) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary, Depositary and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) 30 days prior to the date on which such resignation is to become effective. If The Depositary may discharge any at any time upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint, subject notice to the written approval of the Company which shall not unreasonably withheld, a substitute custodian that is organized under the laws of India and which shall thereafter be a Custodian hereunderbeing discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Registered Holders Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians act hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any previous as Custodian shall deliver the all Deposited Securities held by it to any other a Custodian or such substitute or additional custodian or custodians as continuing to act upon the instruction of the Depositary. The Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver give notice in writing to all Holders of the Depositary, forthwith upon its appointment an acceptance of such appointment satisfactory and the name and location of any Custodian not named in form and substance to the DepositaryReceipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary, Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of any Custodian hereunder; provided, however, that but the successor depositary Depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Marks & Spencer Group p.l.c.)

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