Common use of The Custodian Clause in Contracts

The Custodian. The 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 Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any Custodian. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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.)

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The Custodian. The Depositary, upon Depositary has appointed the request or with the approval principal Paris office of AXA Banque as Custodian and agent of the BankDepositary for the purposes of this Deposit Agreement. The Custodian or its successors, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) which shall give notice be an accredited intermediary acting through a specified office located in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian France, 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 If the Depositary receives notice of the resignation of the Custodian may resign from its duties hereunder by notice and, upon the effectiveness of such resignation delivered to there would be no Custodian acting hereunder, the Depositary at least 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodiancustodian or custodians, each of which shall be an accredited intermediary acting through a specified office located in France, and each of which shall thereafter be the a Custodian hereunder. Any Custodian ceasing Whenever the Depositary in its discretion determines, after consultation with the Company to act hereunder as the extent practicable, that it is in the best interest of the Owners to do 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. Upon demand of the Depositary, any Custodian shall deliver all 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 continuing hereunder as are requested of it to act upon the instruction of the Depositaryany other Custodian or such substitute or additional custodian. The Depositary shall give notice cause each substitute or additional custodian, forthwith upon its appointment, to deliver to the Depositary and the Company an acceptance of such appointment in writing form and substance satisfactory to all Holders of the name and location of the appointment of any CustodianDepositary. Upon the appointment of any successor depositary hereunder, the each 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 the any Custodian hereunder; , but the successor depositary so appointed shall, nevertheless, on the written request of the Custodianany Custodian or as required by French law, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon Depositary has appointed the request or with the approval Principal Office of Banco Itaú S.A. as Custodian and agent of the Bank, may from time to time appoint one Depositary for the purpose of this Deposit Agreement. The Custodian or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder its successor shall be subject at all times and in all respects to the directions of the 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 30 60 days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, 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 request or Consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Issuer, promptly after receiving such notice, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any The Depositary may discharge the Custodian ceasing any time upon notice to act hereunder as the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may, after Consultation with the Issuer, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary, the Custodian shall deliver all such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to a Custodian continuing the substitute custodian. The substitute custodian shall deliver to act the Depositary, forthwith upon the instruction its 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 give notice there be more than one Custodian acting in writing to all Holders of the name and location of the appointment of any Custodianconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon Depositary has initially appointed the request or with the approval London office of the Bank, may from time to time appoint one or more agents to act for it Depositary as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and custodian aid agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose 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 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 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any Whenever the Depositary determines, in the reasonable exercise of its discretion, that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodian, which shall thereafter be Custodian ceasing to act hereunder as hereunder. Upon demand of the Depositary the Custodian shall deliver all such of the Deposited Securities held by it as are requested of it to a any other Custodian continuing or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to act the Depositary forthwith upon the instruction its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts, each other Custodian and the name and location of the appointment of any CustodianCompany. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the written request or with the written approval of the BankCompany, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the BankThe Bank of New York) shall give notice in writing to the Bank Company 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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, upon the request or with the approval of the Bank, Depositary may from time to time appoint one or more agents to act for it as its Custodian hereunder. Each The Depositary has initially appointed ABSA Bank Limited as Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose 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 Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. The If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodiancustodian or custodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodian hereunderCustodians hereunder subject in each instance to the written approval of the Company. Any Custodian ceasing to act hereunder as Upon demand of the Depositary any previous Custodian shall deliver all the Deposited Securities held by it to a any other Custodian continuing or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to act upon the instruction of the Depositary. The Depositary shall give notice , forthwith upon its appointment an acceptance of such appointment satisfactory in writing form and substance to all Holders of the name and location of the appointment of any CustodianDepositary. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but provided, however, that the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or with the approval of the Bank, Depositary may from time to time appoint one or more ------------- agents to act for it as its Custodian hereunder. Each The Depositary has initially appointed ICICI Limited as Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose 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 Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. The If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary may, and upon instructions from the Bank shall, discharge the Custodian at any time upon notice promptly after receiving such notice, appoint, subject 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 request or with the written approval of the Bank (Company which approval shall not be unreasonably withheld), appoint a substitute custodiancustodian 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 Custodian hereunderCustodians hereunder subject in each instance to the written approval of the Company. Any Custodian ceasing to act hereunder as Upon demand of the Depositary any previous Custodian shall deliver all the Deposited Securities held by it to a any other Custodian continuing or such substitute or additional custodian or custodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to act upon the instruction of the Depositary. The Depositary shall give notice , forthwith upon its appointment an acceptance of such appointment satisfactory in writing form and substance to all Holders of the name and location of the appointment of any CustodianDepositary. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but provided, however, that the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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)

The Custodian. The Depositary, upon the request or with the approval of the Bank, Depositary may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing deliver to the Bank and the Depositary accepting an acceptance of such appointment satisfactory in form and agreeing substance to be bound by the applicable terms hereofDepositary. 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, and the Depositary undertakes to procure compliance by each Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any Custodian. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon Depositary has initially appointed its principal London office as the request or with the approval Custodian and agent of the Bank, may from time to time appoint one Depositary for the purposes of this Deposit Agreement. The Custodian or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian its successors 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 The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, custodian approved by the Issuer (such approval not to be unreasonably withheld) which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian approved by the Issuer (such approval not to be unreasonably withheld), which shall thereafter be a Custodian ceasing to act hereunder as hereunder. Upon demand of the Depositary any previous Custodian shall deliver all the Deposited Securities held by it to a any other Custodian continuing or substitute or additional custodian. Each such substitute or additional custodian shall deliver to act upon the instruction of the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders Owners of the name and location of the appointment of any CustodianReceipts. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the request or with the approval Depositary has appointed Grupo Financiero BBVA Bancomer S.A. as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 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 30 thirty (30) days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, discharge promptly after receiving such notice, appoint a substitute custodian approved by the Custodian at any time upon notice Company (such approval not 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Holders to do so, it may appoint a substitute custodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian ceasing to act hereunder as hereunder, and upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a Custodian continuing such substitute custodian. Each such substitute custodian shall deliver to act the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the instruction of Depositary and the DepositaryCompany. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianHolders. Upon the appointment of any successor depositary Depositary hereunder, 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 the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the request or with the approval Depositary has appointed its principal London office as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 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 30 thirty (30) days prior to the date on which such resignation is to become effective. The Depositary mayshall,If the Depositary receives notice that the Custodian will resign or for any reason will cease to act as such, and upon instructions from the Bank Depositary shall, discharge as promptly as practicable after receiving suchthat notice, appoint a substitute custodian approved by the Custodian at any time upon notice Company (such approval not 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Holders to do so, it may appoint a substitute custodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian ceasing to act hereunder as hereunder, and upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a Custodian continuing such substitute custodian. Each such substitute custodian shall deliver to act the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the instruction of Depositary and the DepositaryCompany. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianHolders. Upon the appointment of any successor depositary Depositary hereunder, 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 the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the request Custodian or with the approval of the Bank, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder its successor shall be subject at all times and in all respects to the directions of the 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 30 days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, 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, as promptly as practicable after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any The Depositary may discharge the Custodian ceasing any time upon notice to act hereunder as the Custodian being discharged. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. To the extent practicable, the Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 20 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary, the Custodian shall deliver all such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to a Custodian continuing the substitute custodian. The substitute custodian shall deliver to act upon the instruction of the Depositary, forthwith upon its 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 all Holders of the name and location of the appointment Company of any change in the Custodian. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the request or with the approval Depositary has appointed Skandinaviska Enskilda Banken and Svenska Handelsbanken as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 30 days prior to the date on which such resignation is to become effective. The Depositary mayPromptly after receiving such notice, 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 Depositarywill, after such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)if needed, appoint a substitute or additional custodian, so that 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 Holders of Receipts to do so, it may appoint a substitute or additional custodian, which shall thereafter be the Custodian hereunder. Any Custodian ceasing to act hereunder as , and upon demand of the Depositary any previous Custodian shall deliver all the Deposited Securities held by it to a substitute Custodian continuing to act upon the instruction of designated by the Depositary. The Each such substitute or additional custodian shall deliver to the 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 the name and location of the appointment of any CustodianReceipts. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the written request or with the written approval of the BankCompany, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the BankDepositary or an affiliate thereof) shall give notice in writing to the Bank Company 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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, upon the request or after consultation with the approval of the Bank, may Company shall from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so The Depositary has initially appointed (other than the Bank) shall give notice in writing to the Bank Citibank, N. A. Bombay as custodian and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose of this Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 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. The Depositary may, and If 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 delivery of such notice of resignationresignation there shall be no Custodian acting hereunder other than the Custodian delivering the notice, maythe Depositary shall, upon the request or promptly after receiving such notice and after consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any 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 ceasing to act hereunder as Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver all Deposited Securities held by it to a Custodian continuing the Depositary an acceptance of such appointment satisfactory in form and substance to act the Depositary and to the Company. Immediately upon any change, the instruction of the Depositary. The Depositary shall at its own expense give notice thereof in writing to all Holders Holders. Upon demand of the name and location Depositary, any Custodian shall deliver such of the appointment Deposited Securities as are requested of it to any Custodianother Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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 DepositaryDepositary has appointed Nacional Financiera, upon the request or with the approval S.N.C. as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 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 30 thirty (30) days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, discharge promptly after receiving such notice, appoint a substitute custodian approved by the Custodian at any time upon notice Company (such approval not 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian ceasing to act hereunder as hereunder, and upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a Custodian continuing such substitute custodian. Each such substitute custodian shall deliver to act the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the instruction of Depositary and the DepositaryCompany. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianOwners. Upon the appointment of any successor depositary Depositary hereunder, 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 the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the written request or with the written approval of the BankCompany, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the an office of JPMorgan Chase Bank) shall give notice in writing to the Bank Company 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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, upon the written request or with the written approval of the BankCompany, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the BankDeutsche Bank Trust Company Americas) shall give notice in writing to the Bank Company 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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, upon the request or with the approval of the Bank, Depositary may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall The Depositary will give prompt notice in writing to the Bank and the Depositary accepting such appointment and agreeing to of any appointment, which will be bound by the applicable terms hereofadvance notice if practicable. 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 from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any CustodianCustodian not named in the Receipts. Upon Notwithstanding anything to the appointment 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 successor depositary 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. 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 then 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 loss, liability or expense is due to negligence or willful misconduct of the Depositary or its agents acting hereunder shall forthwith becomein 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 further act or writing, 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 hereunder 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 successor depositary and termination to the appointment 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 have delivered to the Company its written resignation or (ii) at any time after 60 days after the Company’s notice of such removal was first provided to the Depositary, provided in 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 end of such 60-day period. SECTION 2.20. The address of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request Depositary set forth in Section 7.5(b) of the CustodianDeposit Agreement is amended to read as follows: JPMorgan Cxxxx Xxxx, execute X.X., 0 Xxx Xxxx Xxxxx, Xxxxx 12, New York, New York, 10004, Attention: ADR Department SECTION 2.21. The form of Receipt, and deliver all outstanding Receipts, each after giving effect to this Amendment and some clarifying changes to paragraph 8 thereof, shall be in the Custodian all such instruments form attached hereto as may be proper to give to the Custodian full and complete power and authority as agent hereunder of such successor depositary.Exhibit A.

Appears in 1 contract

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

The Custodian. 7.1 The DepositaryClient 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, upon appointment, monitoring and supervision of the request or 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 approval Custodian and appoint 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 BankManager (not to be unreasonably delayed or 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 on the instructions of the Manager in respect of payments to and from such accounts, deliveries, receipts, voting and other rights attached to Investments contained in the 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 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 appoint one and promptly notifying the Manager of all corporate actions and other events affecting the investments in the Portfolio of which the Custodian has received notice by passing or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing copying such notices to the Bank 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any Custodian. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to the 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. The 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 Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian its successors 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 30 days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, then promptly following receipt of such notice, the Depositary may, and upon instructions from the Bank shall, discharge in its reasonable discretion, after consultation with the Custodian at any time upon notice to the Custodian being discharged; Company (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 request or with the approval of the Bank (which approval shall not be unreasonably withheldCompany responds without unreasonable delay), appoint a substitute custodiancustodian or custodians, each of which shall thereafter be the a Custodian hereunder. Any Custodian ceasing Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to act hereunder as do so, it 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. Upon demand of the Depositary any Custodian shall deliver all 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 a any other Custodian continuing or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to act upon the instruction of the Depositary. The Depositary shall give notice , forthwith upon its appointment, an acceptance of such appointment satisfactory in writing form and substance to all Holders of the name and location of the appointment of any CustodianDepositary. Upon the appointment of any successor depositary hereunder, the each 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon after consultation with and written approval from (which approval shall not be unreasonably withheld) the request or with the approval of the BankCompany, may from time to time appoint one or more agents to act for it as Custodian custodian hereunder. Each The Depositary has initially appointed Citibank, N.A., Hong Kong branch as Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose 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 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 30 days prior to the date on which such resignation is to become effective. The Depositary mayIf, 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, there shall be no custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian that is organized under the laws of Hong Kong with respect to the Deposited Securities with respect to which the Custodian has so resigned which shall thereafter be the Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is in the best interest of the Holders to do so, it may, upon after consultation with and written approval from the request or with the approval of the Bank Company (which approval shall not be unreasonably withheld)) appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Custodian hereunderDeposited Securities. Any Custodian ceasing Forthwith upon its appointment, each such substitute or additional custodian shall deliver to act hereunder as 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, any Custodian shall deliver all such of the Deposited Securities held by it together with all records maintained by it as Custodian with respect to a such Deposited Securities as are requested of it to any other Custodian continuing to act or such substitute or additional custodian or custodians. Immediately upon any such change, the instruction of the Depositary. The Depositary shall give notice thereof in writing to all Holders of Receipts with respect to which such appointment has been made, each other Custodian and the name and location of the appointment of any CustodianCompany. Upon the appointment of any successor depositary with respect to any Deposited Securities and the corresponding Shares, American Depositary Shares and Receipts hereunder, the 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 and the appointment of such successor depositary shall in no way impair the authority of the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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 DepositaryDepositary has appointed Bancomer S.A. and Nacional Financiera, upon the request or with the approval S.N.C. as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 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 30 thirty (30) days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, discharge promptly after receiving such notice, appoint a substitute custodian approved by the Custodian at any time upon notice Company (such approval not 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Holders to do so, it may appoint a substitute custodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian ceasing to act hereunder as hereunder, and upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a Custodian continuing such substitute custodian. Each such substitute custodian shall deliver to act the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the instruction of Depositary and the DepositaryCompany. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianHolders. Upon the appointment of any successor depositary Depositary hereunder, 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 the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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 DepositaryDepositary has appointed Citibank, upon the request or with the approval of the BankN.A., may from time to time appoint one or more agents to act for it Mumbai Branch as Custodian hereunderfor the purpose of this Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 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. The Depositary may, and If 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 delivery of such notice of resignationresignation there shall be no Custodian acting hereunder other than the Custodian delivering the notice, maythe Depositary shall, upon the request or promptly after receiving such notice and after consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any 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 ceasing to act hereunder as Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver all Deposited Securities held by it to a Custodian continuing the Depositary an acceptance of such appointment satisfactory in form and substance to act the Depositary and to the Company. Immediately upon any change, the instruction of the Depositary. The Depositary shall at its own expense give notice thereof in writing to all Holders 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 name Company prior to such appointment and location (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 appointment Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any Custodianother Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or with the approval Depositary has initially appointed Credit Lyonnais (Paris) as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, after consultation with the Company, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary determines, in its discretion, that it is in the best interest of the Holders and Beneficial Owners of Receipts to do so, it may appoint a substitute or an additional custodian, after consultation with the Company, which shall thereafter be Custodian ceasing to act hereunder as hereunder. Upon demand of the Depositary, the Custodian shall deliver all such of the Deposited Securities held by it as are requested of it to a any other Custodian continuing or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to act the Depositary forthwith upon the instruction its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianReceipts. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the written request or with the written approval of the BankCompany, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the JPMorgan Chase Bank) shall give notice in writing to the Bank Company 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may discharge the Custodian any 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 appointment of and the name and location of any Custodian not named in the appointment of any CustodianReceipts. Upon the appointment of any successor depositary Depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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.)

The Custodian. The Depositary, upon the written request or with the written approval of the BankCompany, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the BankDeutsche Bank AG, Amsterdam Branch) shall give notice in writing to the Bank Company 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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 DepositaryDepositary has initially appointed Citibank, upon the request or with the approval N.A., Taipei Branch, as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 30 sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, after consultation with the Company, appoint a substitute custodian that is organized under the laws of the ROC which shall thereafter be the Custodian hereunder. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 Depositarydischarged and, after such discharge or receipt of such notice of resignation, may, upon the request or consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute or an additional custodian, which who shall thereafter be the a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the 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 name, location and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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, upon the request or after consultation with the approval of the BankCompany, may shall from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so The Depositary has initially appointed (other than the Bank) shall give notice in writing to the Bank Citibank, N.A., Manila, as custodian and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose 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 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 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 such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian that is organized under the laws of the Philippines which shall thereafter be the Custodian hereunder. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), discharged and appoint a substitute or an additional custodian, which who shall thereafter be the a Custodian hereunder. Any Custodian ceasing Forthwith upon its appointment, each such substitute or additional custodian shall deliver to act hereunder as the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon demand of the Depositary, any Custodian shall deliver all such of the Deposited Securities held as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to a Custodian continuing to act upon the instruction of the Depositarysuch Deposited Securities. The Depositary shall give notice in writing to all Holders of the name name, location and location of the appointment of any CustodianCustodian not named in the GDRs. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; ;, but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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, upon the request or with the approval Depositary has initially appointed Unibanco as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 30 sixty (60) days prior to the date on which such resignation is to become effective. The If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary mayshall, promptly after receiving such notice, and upon instructions from after consultation with the Bank shallCompanies, appoint a substitute custodian that is organized under the laws of Brazil which shall thereafter be the Custodian hereunder. The Depositary, after consultation with the Companies, may 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), discharged and appoint a substitute custodian, which who shall thereafter be the Custodian hereunder. Any Custodian ceasing Forthwith upon its appointment, the substitute custodian shall deliver to act hereunder as the Depositary and the Companies an acceptance of such appointment satisfactory in form and substance to the Depositary and the Companies. Upon demand of the Depositary the Custodian shall deliver all such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requeseted of it to a Custodian continuing to act upon the instruction of the Depositarysuch substitute custodian. The Depositary shall give notice in writing to all registered Holders of the name name, location and location of the appointment of any Custodianthe 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, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon Depositary has appointed the request or with the approval Frankfurt/Main offices of Dresdner Bank AG and Deutsche Offenbach office of BHF-Bank AG as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as the purpose of this Deposit Agreement. A Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank 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 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 30 days prior to the date on which such resignation is to become effective. The Depositary mayIf upon such resignation there shall be no Custodian acting hereunder, 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 shall with the Bank acting in prior written consent of the capacity of Custodian. The DepositaryCompany, promptly after such discharge or receipt of receiving such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, custodian that is organized under the laws of Germany which shall thereafter be the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Holders to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute custodian or appoint one or more additional custodians, each of which shall thereafter be a Custodian hereunder. Any Custodian ceasing to act hereunder as Custodian hereunder shall deliver all Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder to a Custodian continuing to act upon the instruction of the Depositary. The Each substitute or additional custodian shall deliver to the 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 in writing to the Company, to all Holders and to each other Custodian of the name name, the address and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon Depositary has appointed the request or with the approval principal London office of the Bank, may from time to time appoint one or more agents to act for it Depositary as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank custodian and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurposes 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 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 30 days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodiancustodian or custodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodian Custodians hereunder. Any Custodian ceasing to act hereunder as Upon demand of the Depositary any Custodian shall deliver all such of the Deposited Securities held by it as are requested of it to a any other Custodian continuing or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to act upon the instruction of the Depositary. The Depositary shall give notice , forthwith upon its appointment, an acceptance of such appointment satisfactory in writing form and substance to all Holders of the name and location of the appointment of any CustodianDepositary. Upon the appointment of any successor depositary hereunder, the each 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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 DepositaryDepositary has initially appointed Citibank N.A., upon the request or with the approval Dublin as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any Whenever the Depositary determines, in its discretion, that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodian, which shall thereafter be Custodian ceasing to act hereunder as hereunder. Upon demand of the Depositary the Custodian shall deliver all such of the Deposited Securities held by it as are requested of it to a any other Custodian continuing or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to act the Depositary forthwith upon the instruction its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianReceipts. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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 request or with the approval Depositary has appointed its principal London office as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodianCustodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may appoint a subsitute custodian, which shall thereafter be the Custodian ceasing to act hereunder as and upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a such substitute custodian. Each such substitute Custodian continuing shall deliver to act the Depositary forthwith upon the instruction its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianReceipts. Upon the appointment of any successor succssor depositary hereunderbereunder, the 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 the Custodian hereunder; hereunder but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the request or with the approval Depositary has initially appointed Bank Leu as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 30 sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, after consultation with the Company, appoint a substitute custodian that is organized under the laws of Switzerland which shall thereafter be the Custodian hereunder. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 Depositarydischarged and, after such discharge or receipt of such notice of resignation, may, upon the request or consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute or an additional custodian, which who shall thereafter be the a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the 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 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 name, location and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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 DepositaryDepositary may, upon the request or after consultation with the approval of the BankCompany if practicable, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the BankDeutsche Bank AG) shall give notice in writing to the Bank Company 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 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 from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may discharge the any Custodian at any time upon notice to the Custodian being discharged; provided that . If following such resignation or discharge no Custodian exists, the Depositary may not discharge the Bank acting in the capacity of Custodian. The Depositaryshall, after such discharge or receipt of such consultation with the Company if practicable, promptly after receiving notice of resignation, may, upon the request resignation or after delivering notice of discharge appoint with the approval of the Bank (which approval shall not be unreasonably withheld), appoint due care a substitute custodian, which Custodian and such substitute Custodian shall thereafter be the Custodian hereunder. 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 appointment of and the name and location of any Custodian not named in the appointment of any CustodianReceipts. Upon the appointment of any successor depositary Depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or with the approval Depositary has initially appointed Svenska Handelsbanken as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank 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 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 30 days prior to the date on which such resignation is to become effective. 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 Depositarypromptly after receiving such notice, after such discharge or receipt of such notice of resignation, may, upon the request or consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company if practicable, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Holders of Receipts to do so, it may ap­point a substitute or an additional custodian, which shall there­after be a Custodian ceasing to act hereunder as hereunder, and upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a Custodian continuing such substitute custodian. Each such substitute custo­dian shall deliver to act the Depositary forthwith upon the instruction its appointment an acceptance of such appointment satisfac­tory in form and substance to the Depositary. The Promptly upon any such change, the Depositary shall give notice thereof in writing writ­ing to all Holders of Holders. The Depositary may discharge or appoint any Custo­dian only after consultation with the name and location of the appointment of any CustodianCompany, if practicable. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without with­out any further act or writing, the agent hereunder of such successor suc­cessor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or with the approval Depositary has initially appointed Société Générale as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, after consultation with the Company, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary after consultation with the Company determines that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodian which shall thereafter be Custodian ceasing to act hereunder as hereunder. Upon demand of the Depositary, the Custodian shall deliver all such of the Deposited Securities held by it as are requested of it to a any other Custodian continuing or such substitute or additional custodian or Custodians. Each such substitute or additional custodian shall deliver to act the Depositary and the Company forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the instruction of Depositary and the DepositaryCompany. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianReceipts. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request Custodian or with the approval of the Bank, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder its successor shall be subject at all times and in all respects to the directions of the 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 30 60 days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any The Depositary may discharge the Custodian ceasing any time upon notice to act hereunder as the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary, the Custodian shall deliver all such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to a Custodian continuing the substitute custodian. The substitute custodian shall deliver to act upon the instruction of the Depositary, forthwith upon its 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 all Holders the Company of the name name, location and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, 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 Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any A 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 30 days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, the Depositary may, and upon instructions from the Bank shall, discharge promptly after receiving such notice, appoint a substitute custodian approved by the Company, which approval shall not be unreasonably withheld, which shall thereafter be the Custodian at any time upon notice to the Custodian being discharged; provided that hereunder. Whenever the Depositary may not discharge the Bank acting in its discretion determines that it is in the capacity of Custodian. The Depositary, after such discharge or receipt of such notice of resignation, may, upon the request or with the approval best interest of the Bank Holders of Receipts to do so, it may appoint a substitute custodian approved by the Company, (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Custodian ceasing to act hereunder as Custodian , and upon demand of the Depositary the predecessor custodian shall deliver all the Deposited Securities held by it to a such substitute custodian and such other books and records maintained by such predecessor with respect to its function as the Custodian continuing hereunder. Each such substitute custodian shall deliver to act the Depositary, forthwith upon the instruction its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing to the Company and all Holders of the name and location of the appointment of any CustodianReceipts. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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 DepositaryDepositary has appointed The Industrial Bank of Japan, upon the request or with the approval Limited, Tokyo, Japan, and The Fuji Bank, Limited, Tokyo, Japan, severally, as Custodians and agents of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank 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 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 30 days prior to the date on which such resignation is to become effective. The Depositary mayIf after such resignation there will be a Custodian remaining hereunder, and upon instructions from the Bank resigning Custodian shall, discharge upon demand of the Depositary, deliver Deposited Securities held by it to such remaining Custodian at any time upon notice and such remaining Custodian shall thereupon assume the obligations and duties of such resigning Custodian, including obligations or duties pursuant to the Section 2.03 hereof, if any. If after such resignation there will be no Custodian being discharged; provided that remaining hereunder, the Depositary may not discharge the Bank acting in the capacity of Custodian. The Depositaryshall, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodianCustodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the holders of Receipts to do so, it may upon prior consultation with Hitachi appoint a substitute Custodian, for either Custodian, which, together with any other Custodian ceasing to act hereunder as hereunder, shall thereafter be a Custodian hereunder, and upon demand of the Depositary any previous Custodian shall deliver all the Deposited Securities held by it to a such substitute Custodian. Each such substitute Custodian continuing shall deliver to act the Depositary forthwith upon the instruction its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. The Promptly after any such change the Depositary shall give mail notice in writing thereof to all Holders record holders of the name and location of the appointment of any CustodianReceipts. 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, the Custodian then acting hereunder shall stall 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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 DepositaryDepositary has initially appointed Banco Itaú S.A., upon the request or with the approval as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 30 sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian that is organized under the laws of Brazil which shall thereafter be the Custodian hereunder. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), discharged and appoint a substitute or an additional custodian, which who shall thereafter be the a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the 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 name, location and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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, upon the request or after consultation with the approval of the BankCompany, may shall from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so The Depositary has initially appointed Korea Securities Depository (other than the Bank"KSD") shall give notice in writing to the Bank and as custodian of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose 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 and shall be responsible solely to it. Any If the Depositary receives a notice of the resignation of the Custodian may resign from its duties hereunder by notice and upon effectiveness of such resignation delivered to there would be no Custodian hereunder, the Depositary at least 30 days prior to the date on which such resignation is to become effective. 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, promptly after such discharge or receipt of receiving such notice of resignation, may, upon the request or and after consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any Custodian ceasing to act hereunder as Such resignation of the Custodian shall deliver all Deposited Securities held by 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 appropriate to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian continuing to act hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the instruction of the Depositary. The Depositary shall at its own expense give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianHolders. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or with the approval Depositary has appointed State Street Bank and Trust Company as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 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 30 ninety (90) days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodiancustodian upon prior notification to the Company, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Holders to do so, it may appoint a substitute custodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian ceasing to act hereunder as hereunder, and upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a Custodian continuing such substitute custodian. Each such substitute custodian shall deliver to act the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the instruction of Depositary and the DepositaryCompany. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianHolders. Upon the appointment of any successor depositary Depositary hereunder, 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 the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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. 7.1 The DepositaryClient 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, upon appointment, monitoring and supervision of the request or 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 approval Custodian and appoint 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 BankManager (not to be unreasonably delayed or 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 on the instructions of the Manager in respect of payments to and from such accounts, deliveries, receipts, voting and other rights attached to Investments contained in the 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 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 appoint one and promptly notifying the Manager of all corporate actions and other events affecting the investments in the Portfolio of which the Custodian has received notice by passing or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing copying such notices to the Bank 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any Custodian. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to the 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 DepositaryTrustee is hereby directed to enter into the Custodian Agreement with the Initial Custodian, and the Trustee shall have no liability for the terms thereof. If, upon the request or with resignation of any Custodian, there would be no Custodian acting hereunder, the approval Trustee shall, promptly after receiving notice of such resignation, at the direction of the BankSponsor appoint a substitute custodian or custodians selected by the Sponsor, may from time each of which shall thereafter be a Custodian hereunder. When directed by the Sponsor, and to time the extent permitted by, and in the manner provided by, the relevant Custodian Agreement, the Trustee shall remove the Custodian and appoint one a substitute custodian or more agents to act for it as appoint an additional custodian or custodians selected by the Sponsor, each of which shall thereafter be a Custodian hereunder. Each such substitute or additional custodian shall, forthwith upon its appointment, enter into one or more Custodian so appointed (other than the Bank) shall give notice Agreements in writing to the Bank form and the Depositary accepting such appointment and agreeing to be bound substance approved by the applicable terms hereof. Any Custodian in acting hereunder shall be subject at all times Sponsor (provided, however, that the rights and in all respects to the directions duties of the Depositary Trustee hereunder and under the then-existing Custodian Agreements shall not be responsible solely to itmaterially altered by such new Custodian Agreements without its consent). Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to After the date on which such resignation is to become effective. The Depositary mayof this Agreement, and upon instructions from the Bank shall, discharge Trustee shall not enter into or amend any Custodian Agreement with a Custodian without 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 request or with the written approval of the Bank Sponsor (which approval shall not be unreasonably withheldwithheld or delayed). When instructed by the Sponsor, appoint the Trustee shall demand that a substitute custodian, which shall thereafter be Custodian deliver such of the Custodian hereunder. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities Gold held by it as is requested of it to any other Custodian or such substitute or additional Custodian or Custodians selected by the 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 be an expense of the Trust pursuant to Section 4.7(a)(2). The Trustee shall have no liability for any delivery of Gold or weighing or assaying of delivered physical Gold directed by the Sponsor pursuant to the preceding provisions of this paragraph and, in the absence of such 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 Gold held for the account of the Trust made by such Custodian pursuant to the Custodian 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 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 Custodian. Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, the 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 depositary Trustee, and the appointment of such successor depositary Trustee shall in no way impair the authority of the Custodian hereundereach such Custodian; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or after consultation with the approval of the BankCompany, may shall from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so The Depositary has initially appointed (other than the Bank) shall give notice in writing to the Bank Citibank, N. A. Bombay as custodian and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose of this Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 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. The Depositary may, and If 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 delivery of such notice of resignationresignation there shall be no Custodian acting hereunder other than the Custodian delivering the notice, maythe Depositary shall, upon the request or promptly after receiving such notice and after consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any 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 ceasing to act hereunder as Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver all Deposited Securities held by it to a Custodian continuing the Depositary an acceptance of such appointment satisfactory in form and substance to act the Depositary and to the Company. Immediately upon any change, the instruction of the Depositary. The Depositary shall at its own expense give notice thereof in writing to all Holders Holders. Upon demand of the name and location Depositary, any Custodian shall deliver such of the appointment Deposited Securities as are requested of it to any Custodianother Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or Depositary has agreed with the approval Custodian that the Custodian will receive and hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the account and to the order of the Bank, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice Depositary in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by accordance with 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 and Deposit Agreement which include a requirement to segregate the Deposited Property from the other property of, 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 from its duties hereunder or be removed by notice of such resignation delivered to the Depositary at least 30 days by giving prior to the date on notice, except that if a replacement Custodian is appointed which such resignation is to become effective. 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 a branch or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 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 the resignation of the Custodian, 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, upon acceptance of such appointment, and the expiry of any applicable notice period, become the Custodian. Whenever the Depositary in its discretion determines that it is in the best interests of the Holders to do so, it may, after prior consultation with the Company, terminate the appointment of the Custodian and, in the event of any such termination, 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, upon acceptance of such appointment, become the Custodian under the Deposit Agreement on the effective date of such termination. The Depositary shall give notice in writing to all notify Holders of such change immediately upon such change taking effect in accordance with Condition 22. Notwithstanding the name 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 location such consent of the appointment of any Company shall have been delivered to the Custodian. Upon In case of transportation of the appointment of any successor depositary hereunderDeposited Property under this Condition, the Custodian then acting hereunder Depositary shall forthwith become, without any further act or writing, obtain appropriate insurance at the agent hereunder 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to the 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. (a) The DepositaryBank 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 approval 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, may from time to time appoint one . (d) The Custodian shall transfer the benefits or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than obligations of this Revenue Bond Pledge Agreement or the Bank) shall give notice in writing to Indenture only with the prior written consent of the Bank and the Depositary accepting only if any such appointment and agreeing transferee shall have agreed in writing to be bound by the applicable terms hereofand conditions of this Revenue Bond Pledge Agreement and the Indenture. Any Notwithstanding the preceding sentence, any corporation, association or other entity into which the Custodian in acting hereunder 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 subject at and become successor Custodian hereunder, vested with all times and in all respects to other matters as was its predecessor, without the directions execution or filing of any instrument or consent or any further act on the part of the Depositary and shall be responsible solely to it. Any parties hereto. (e) The Custodian may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, 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 at least 30 days prior to Pledgor and the date on which such resignation is to become effectiveBank. The Depositary mayPledgor and the Bank, and upon instructions from the Bank shallacting jointly, discharge may remove the Custodian at any time upon by giving thirty (30) calendar days’ prior written notice to the Custodian. Upon such notice, a successor Custodian being discharged; provided that shall be jointly appointed by the Depositary may not discharge Pledgor and the Bank acting in who shall provide written notice of such to the capacity of resigning Custodian. The Depositary, 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 after such discharge notice, the Custodian may, in its sole discretion, deliver any Collateral then held by the Custodian to the 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 such notice of resignation, may, upon the request or with the approval identity of the Bank (which approval shall not be unreasonably withheld)successor Custodian, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities the Collateral then held by it hereunder 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 successor Custodian. Upon its resignation and delivery of the appointment of any successor depositary hereunderCollateral as set forth in this subsection (f), the Custodian then acting hereunder shall forthwith become, without be discharged of and from any and all further act obligations arising in connection with the Collateral or writingthis Revenue Bond Pledge Agreement. Notwithstanding the foregoing provisions of this subsection (f), the agent hereunder of such successor depositary and Custodian may resign or be removed only in conjunction with the appointment of such successor depositary shall in no way impair the authority resignation or removal of the Tender Agent pursuant to the Indenture, and any successor Tender Agent appointed pursuant to the Indenture shall be appointed as Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to the 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. (a) The Depositary, upon Trustee is hereby directed to enter into the request or Trust Allocated Account Agreement and the Trust Unallocated Account Agreement with the approval of the Bank, may from time to time appoint one or more agents to act for it as Initial Custodian. The Initial Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder shall will be subject at all times and in all respects to the directions of the Depositary Trustee as provided in such Custody Agreements, and shall will be responsible solely to itit and to Beneficial Owners to the extent UK law requires. Any If upon the resignation of any Custodian may resign from its duties hereunder by there would be no Custodian acting hereunder, the Trustee shall, promptly after receiving such notice of such resignation delivered resignation, appoint a substitute custodian or custodians selected by the Sponsor pursuant to custody agreements approved by the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary maySponsor (provided, and upon instructions from the Bank shall, discharge the Custodian at any time upon notice to the Custodian being discharged; provided however that the Depositary may rights and duties of the Trustee hereunder shall not discharge be materially altered without its consent), each of which shall thereafter be a Custodian hereunder. When directed by the Bank acting Sponsor or if the Trustee in its discretion determines that it is in the capacity best interest of Custodian. The Depositary, after such discharge or receipt of such notice of resignation, may, upon the request or Registered Owners to do so and with the written approval of the Bank Sponsor (which approval shall not be unreasonably withheldwithheld or delayed), the Trustee shall appoint a substitute custodianor additional custodian or custodians, which shall thereafter be one of the Custodian Custodians hereunder. Any After the date of this Agreement, the Trustee shall not enter into or amend any Custody Agreement with a Custodian ceasing to act hereunder as without the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a Custodian shall deliver all Deposited Securities such of the Silver held by it as is requested of it to any other Custodian or such substitute or additional custodian or custodians directed by the 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 be 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 shall forthwith upon its appointment, enter into a Custody Agreement in form and substance satisfactory to the Sponsor 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 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 Custodian. Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, the 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 the each Custodian hereunder; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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)

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The Custodian. The Depositary, upon Depositary has appointed the request or with the approval Bank of Ireland as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The Custodian in acting hereunder hereunderCustodian shall be subject at all times and in all respects to the directions of the 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 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian ceasing to act hereunder as hereunder, and upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a Custodian continuing such substitute custodian. Each such substitute custodian shall deliver to act the Depositary forthwith upon the instruction its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianReceipts. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the request or after consultation with the approval of the BankCompany, may shall from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so The Depositary has initially appointed (other than the Bank) shall give notice in writing to the Bank Citibank, N. A. Bombay as custodian and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose of this Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 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. The Depositary may, and If 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 delivery of such notice of resignationresignation there shall be no Custodian acting hereunder other than the Custodian delivering the notice, maythe Depositary shall, upon the request or promptly after receiving such notice and after consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any 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 ceasing to act hereunder as Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver all Deposited Securities held by it to a Custodian continuing the Depositary an acceptance of such appointment satisfactory in form and substance to act the Depositary and to the Company. Immediately upon any change, the instruction of the Depositary. The Depositary shall at its own expense give notice thereof in writing to all Holders Holders. Upon demand of the name and location Depositary, any Custodian shall deliver such of the appointment Deposited Securities as are requested of it to any Custodianother Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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. The Depositary, upon the request or with the approval Depositary has appointed Banca Commerciale Italiana S.p.A. as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 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 30 thirty (30) days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, discharge promptly after receiving such notice, appoint a substitute custodian approved by the Custodian at any time upon notice Company (such approval not 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder; provided that such substitute Custodian shall be qualified as an intermediary pursuant to the Decree and the Regulation. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian ceasing to act hereunder as hereunder, and upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a Custodian continuing such substitute custodian. Each such substitute custodian shall deliver to act the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the instruction of Depositary and the DepositaryCompany. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianOwners. Upon the appointment of any successor depositary Depositarydepositary hereunder, 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 the Custodian hereunder; but the successor depositary Depositarydepositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the request or with the approval Depositary has initially appointed ­­­­­­­­­­­the principal Dublin office of the Bank, may from time to time appoint one or more agents to act for it Bank of Ireland as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank custodian and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose 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 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 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any Whenever the Depositary determines, in its discretion, that it is in the best interest of the Holders to do so, it may appoint a substitute or an additional custodian, which shall thereafter be Custodian ceasing to act hereunder as hereunder. Upon demand of the Depositary the Custodian shall deliver all such of the Deposited Securities held by it as are requested of it to a any other Custodian continuing or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to act the Depositary forthwith upon the instruction its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianHolders. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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 with 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 BankCompany (which shall not be unreasonably withheld), may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the JPMorgan Chase Bank, N. A.) shall give notice in writing to the Bank Company 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 request or discharged with the written approval of the Bank Company (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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, upon Depositary has appointed the request or with the approval London Branch of The Bank of New York Mellon as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 30 thirty (30) days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodiancustodian or custodians, each of which shall thereafter be a Custodian hereunder. The Depositary in its discretion may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodian Custodians hereunder. Any Custodian ceasing to act hereunder as Upon demand of the Depositary any Custodian shall deliver all such of the Deposited Securities held by it as are requested of it to a any other Custodian continuing or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to act upon the instruction of the Depositary. The Depositary shall give notice , forthwith upon its appointment, an acceptance of such appointment satisfactory in writing form and substance to all Holders the Depositary, accepting such appointment and agreeing to abide by the applicable terms of the name and location of the appointment of any Custodianthis Deposit Agreement. Upon the appointment of any successor depositary hereunder, the each 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon Depositary has appointed the request or with the approval Frankfurt/Main offices of Dresdner Bank AG and Deutsche Bank AG as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as the purpose of this Deposit Agreement. A Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank 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 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 30 days prior to the date on which such resignation is to become effective. The Depositary mayIf upon such resignation there shall be no Custodian acting hereunder, 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 shall with the Bank acting in prior written consent of the capacity of Custodian. The DepositaryCompany, promptly after such discharge or receipt of receiving such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, custodian that is organized under the laws of Germany which shall thereafter be the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Holders to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute custodian or appoint one or more additional custodians, each of which shall thereafter be a Custodian hereunder. Any Custodian ceasing to act hereunder as Custodian hereunder shall deliver all Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder to a Custodian continuing to act upon the instruction of the Depositary. The Each substitute or additional custodian shall deliver to the 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 in writing to the Company, to all Holders and to each other Custodian of the name name, the address and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, 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 Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any A 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 30 days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian ceasing to act hereunder as Custodian hereunder, and upon demand of the Depositary the predecessor custodian shall deliver all the Deposited Securities held by it to a such substitute custodian and such other books and records maintained by such predecessor with respect to its function as the Custodian continuing hereunder. Each such substitute custodian shall deliver to act the Depositary, forthwith upon the instruction its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing to the Company and all Holders of the name and location of the appointment of any CustodianReceipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or with the approval Depositary has initially appointed Citibank (London) as Custodian and agent of the Bank, may from time to time appoint one Depositary for the purpose of this Deposit Agreement. The Custodian or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian its successors in acting hereunder shall be subject at all times and in all respects to the directions direction 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 30 days prior to the date on which such resignation is to become effective. The If, upon such resignation, there shall be no custodian acting hereunder, the Depositary may, and upon instructions from the Bank shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is in the best interest of the Holders to do so, it may appoint an additional custodian, or 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), and appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Custodian ceasing to act hereunder as Upon demand of the Depositary, any Custodian shall deliver all such of the Deposited Securities held by it as are requested of it to a any other Custodian continuing or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to act the Depositary forthwith upon its appointment, an acceptance of such appointment and agreement to be bound by the instruction of terms hereof, satisfactory in form and substance to the DepositaryDepositary and the Company. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any each other Custodian. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or after consultation with the approval of the BankCompany, may shall from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so The depositary has initially appointed Citibank, N.A. (other than the BankBombay Branch) shall give notice in writing to the Bank as custodian and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose of this Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 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. The Depositary may, and If 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 resignationresignation there shall be no Custodian acting hereunder, maythe Depositary shall, upon the request or promptly after receiving such notice and after consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holder to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian ceasing to act hereunder as Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver all Deposited Securities held by it to a Custodian continuing the Depositary an acceptance of such appointment satisfactory in form and substance to act upon the instruction of the Depositary. The Immediately upon any change, the Depositary shall at its own expense give notice thereof in writing to all Holders Holders. Upon demand of the name and location Depositary, any Custodian shall deliver such of the appointment Deposited Securities as are requested of it to any Custodianother Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or with the approval Depositary has initially appointed Skandinaviska Enskilda Banken and Svenska Handelsbanken as custodians and agents of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian Custodians in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian which shall thereafter be Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodian, which shall thereafter be the Custodian hereunder. Any Custodian ceasing to act hereunder as Upon demand of the Depositary the Custodian shall deliver all such of the Deposited Securities held by it as are requested of it to a any other Custodian continuing or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to act the Depositary forthwith upon the instruction its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianReceipts. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon Depositary has initially appointed the request or with the approval Edinburgh office of State Street Bank & Trust Company as Custodian and agent of the Bank, may from time to time appoint one Depositary for the purposes of this Deposit Agreement. The Custodian or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian its successors 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 The Custodian may resign and may be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company, which approval will not be unreasonably withheld or delayed, each of which shall thereafter be a Custodian hereunder. The Depositary may, and upon instructions from the Bank shall, may discharge the any Custodian at any time upon notice to the Custodian being discharged; provided that . Whenever the Depositary may not discharge the Bank acting in its discretion determines that it is in the capacity of Custodian. The Depositary, after such discharge or receipt of such notice of resignation, may, upon the request or with the approval best interest of the Bank (which 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)withheld or delayed. Upon demand of the Depositary, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Custodian ceasing to act hereunder as any previous Custodian shall deliver all such of the Deposited Securities held by it as are requested of it to a any other Custodian continuing or to act such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary forthwith upon the instruction its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary shall give notice in writing to all Holders of the name and location of the appointment of any Custodian. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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. The 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 Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank 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 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 30 days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian ceasing to act hereunder as hereunder. Upon demand of the Depositary the Custodian shall deliver all such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to a Custodian continuing such substitute custodian. The substitute custodian shall deliver to act the Depositary, forthwith upon the instruction its 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 give notice there be more than one Custodian acting in writing to all Holders of the name and location of the appointment of any Custodianconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or after consultation with the approval of the BankCompany, may shall from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so The Depositary has initially appointed (other than the Bank) shall give notice in writing to the Bank Korea Securities Depository as custodian and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose 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 and shall be responsible solely to it. Any If the Depositary receives a notice of the resignation of the Custodian may resign from its duties hereunder by notice and upon effectiveness of such resignation delivered to there would be no Custodian hereunder, the Depositary at least 30 days prior to the date on which such resignation is to become effective. 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, promptly after such discharge or receipt of receiving such notice of resignation, may, upon the request or and after consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any Custodian ceasing to act hereunder as Such resignation of the Custodian shall deliver all Deposited Securities held by 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 continuing to act hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the instruction of the Depositary. The Depositary shall at its own expense give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianHolders. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or after consultation with the approval of the BankCompany, may shall from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so The Depositary has initially appointed (other than the Bank) shall give notice in writing to the Bank Korea Securities Depository as custodian and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose 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 and shall be responsible solely to it. Any If the Depositary receives a notice of the resignation of the Custodian may resign from its duties hereunder by notice and upon effectiveness of such resignation delivered to there would be no Custodian acting hereunder, the Depositary at least 30 days prior to the date on which such resignation is to become effective. 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, promptly after such discharge or receipt of receiving such notice of resignation, may, upon the request or and after consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any Custodian ceasing to act hereunder as Such resignation of the Custodian shall deliver all Deposited Securities held by 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 continuing to act hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the instruction of the Depositary. The Depositary shall at its own expense give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianHolders. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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 DepositaryDepositary has appointed Banco Inbursa S.A., upon the request or with the approval as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 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 30 thirty (30) days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, the Depositary may, and upon instructions from the Bank shall, discharge promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Custodian at any time upon notice Company (such approval not 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, each of which shall thereafter be the a Custodian hereunder. Any Custodian ceasing The Depositary in its discretion may appoint a substitute or additional custodian or custodians approved by the Company (such approval not to act hereunder as be unreasonably withheld), each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver all such of the Deposited Securities held by it as are requested of it to a any other Custodian continuing or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to act upon the instruction of the Depositary. The Depositary shall give notice , forthwith upon its appointment, an acceptance of such appointment satisfactory in writing form and substance to all Holders of the name and location of the appointment of any CustodianDepositary. Upon the appointment of any successor depositary Depositary hereunder, 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 the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the written request or with the written approval of the BankCompany, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the BankDepositary or an affiliate thereof) shall give notice in writing to the Bank Company 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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 DepositaryDepositary has initially appointed the principal Mexico, upon the request or with the approval D.F., Mexico office of Nacional Financiera, S.N.C., as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable 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, 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 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodiancustodian that is organized under the laws of Mexico which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Holders to do so, it may appoint a substitute custodian which shall thereafter be the Custodian hereunder. Any Custodian ceasing to act hereunder as Upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a Custodian continuing such substitute custodian. Each such substitute custodian shall deliver to act the Depositary forthwith upon the instruction its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianHolders. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the request Custodian or with the approval of the Bank, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder its successor shall be subject at all times and in all respects to the directions of the 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 30 days prior to the date on which such resignation is to become effective. The If upon such resignation there shall be no Custodian acting hereunder, 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any The Depositary may discharge the Custodian ceasing any time upon notice to act hereunder as the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary, the Custodian shall deliver all such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to a Custodian continuing the substitute custodian. The substitute custodian shall deliver to act the Depositary, forthwith upon the instruction its 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 give notice there be more than one Custodian acting in writing to all Holders of the name and location of the appointment of any Custodianconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the request or after consultation with the approval of the BankCompany, may shall from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so The depositary has initially appointed Citibank, N.A. (other than the BankBombay Branch) shall give notice in writing to the Bank as custodian and agent of the Depositary accepting such appointment and agreeing to be bound by for the applicable terms hereofpurpose of this Agreement. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 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. The Depositary may, and If 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 resignationresignation there shall be no Custodian acting hereunder, maythe Depositary shall, upon the request or promptly after receiving such notice and after consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder. Any The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holder to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian ceasing to act hereunder as Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver all Deposited Securities held by it to a Custodian continuing the Depositary an acceptance of such appointment satisfactory in form and substance to act upon the instruction of the Depositary. The Immediately upon any change, the Depositary shall at its own expense give notice thereof in writing to all Holders Holders. Upon demand of the name and location Depositary, any Custodian shall deliver such of the appointment Deposited Securities as are requested of it to any Custodianother Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, the 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 the each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or with the approval of the BankCompany, 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 Custodian hereunder. Each Custodian so appointed (other than the JPMorgan Chase Bank) shall give notice in writing to the Bank Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 The Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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. The Depositary, upon the request or with the approval Depositary has initially appointed each of Skandinaviska Enskilda Banken and Svenska Handelsbanken as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank 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 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 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may ap­point a substitute or an additional custodian, which shall there­after be a Custodian ceasing to act hereunder as hereunder, and upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a Custodian continuing such substitute custodian. Each such substitute custo­dian shall deliver to act the Depositary forthwith upon the instruction its appointment an acceptance of such appointment satisfac­tory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing writ­ing to all Holders of Receipts. The Depositary may discharge or appoint any Custo­dian only after consultation with the name and location of the appointment of any CustodianCompany. Upon the appointment of any successor depositary hereunder, the any Custodian then acting hereunder shall forthwith become, without with­out any further act or writing, the agent hereunder of such successor suc­cessor depositary and the appointment of such successor depositary shall in no way impair the authority of the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon the request or with the approval Depositary has initially appointed Banco Santander - Chile as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purpose of the Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any A 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 30 days prior to the date on which such resignation is to become effective. The Depositary may, and the Depositary shall provide the Company prompt notice of any such resignation. If upon instructions from such resignation there shall be no Custodian acting hereunder, the Bank Depositary shall, discharge promptly after receiving such notice, appoint a substitute custodian or custodians, which shall thereafter be the Custodian at any time upon notice to the Custodian being discharged; provided that hereunder. Whenever the Depositary may not discharge the Bank acting in its discretion determines that it is in the capacity of Custodian. The Depositary, after such discharge or receipt of such notice of resignation, may, upon the request or with the approval best interest of the Bank (which approval shall not be unreasonably withheld)Holders to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Custodian ceasing to act hereunder as Custodian , and upon demand of the Depositary the predecessor custodian shall deliver all the Deposited Securities held by it to a such substitute custodian and such other books and records maintained by such predecessor with respect to its function as the Custodian continuing hereunder. Each such substitute custodian shall deliver to the Depositary and the Company, 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 the Company and all Holders of ADSs. Citibank, N.A. may at any time act upon the instruction as Custodian of the DepositaryDeposited 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 in writing to all the Company of its acting as Custodian pursuant to the Deposit Agreement but shall not be obligated to give notice to any Holders of the name and location of the appointment of any ADSs or other Custodian. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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 DepositaryDepositary has initially appointed Citibank, upon the request or with the approval N.A., Taipei Branch, as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 30 sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, after consultation with the Company, appoint a substitute custodian that is organized under the laws of the ROC which shall thereafter be the Custodian hereunder. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 Depositarydischarged and, after such discharge or receipt of such notice of resignation, may, upon the request or consultation with the approval of the Bank (which approval shall not be unreasonably withheld)Company, appoint a substitute or an additional custodian, which who shall thereafter be the a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the 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 name, location and location of the appointment of any successor Custodian. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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 Depositarydirection to the Trustee to enter into the Custodian Agreement with the Initial Custodian is hereby confirmed, and the Trustee shall have no liability for the terms thereof. If, upon the request or with resignation of any Custodian, there would be no Custodian acting hereunder, the approval Trustee shall, promptly after receiving notice of such resignation, at the direction of the BankSponsor appoint a substitute custodian or custodians selected by the Sponsor, may from time each of which shall thereafter be a Custodian hereunder. When directed by the Sponsor, and to time the extent permitted by, and in the manner provided by, the relevant Custodian Agreement, the Trustee shall remove the Custodian and appoint one a substitute custodian or more agents to act for it as appoint an additional custodian or custodians selected by the Sponsor, each of which shall thereafter be a Custodian hereunder. Each such substitute or additional custodian shall, forthwith upon its appointment, enter into one or more Custodian so appointed (other than the Bank) shall give notice Agreements in writing to the Bank form and the Depositary accepting such appointment and agreeing to be bound substance approved by the applicable terms hereof. Any Custodian in acting hereunder shall be subject at all times Sponsor (provided, however, that the rights and in all respects to the directions duties of the Depositary Trustee hereunder and under the then-existing Custodian Agreements shall not be responsible solely to itmaterially altered by such new Custodian Agreements without its consent). Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to After the date on which such resignation is to become effective. The Depositary mayof this Agreement, and upon instructions from the Bank shall, discharge Trustee shall not enter into or amend any Custodian Agreement with a Custodian without 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 request or with the written approval of the Bank Sponsor (which approval shall not be unreasonably withheldwithheld or delayed). When instructed by the Sponsor, appoint the Trustee shall demand that a substitute custodian, which shall thereafter be Custodian deliver such of the Custodian hereunder. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities Gold held by it as is requested of it to any other Custodian or such substitute or additional Custodian or Custodians selected by the 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 be an expense of the Trust pursuant to Section 4.7(a)(2). The Trustee shall have no liability for any delivery of Gold or weighing or assaying of delivered physical Gold directed by the Sponsor pursuant to the preceding provisions of this paragraph and, in the absence of such 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 Gold held for the account of the Trust made by such Custodian pursuant to the Custodian 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 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 Custodian. Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, the 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 depositary Trustee, and the appointment of such successor depositary Trustee shall in no way impair the authority of the Custodian hereundereach such Custodian; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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. (a) The Depositary, upon Trustee is hereby directed to enter into the request or Trust Allocated Account Agreement and the Trust Unallocated Account Agreement with the approval of the Bank, may from time to time appoint one or more agents to act for it as Initial Custodian. The Initial Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder shall will be subject at all times and in all respects to the directions of the Depositary Trustee as provided in such Custody Agreements, and shall will be responsible solely to itit and to Beneficial Owners to the extent UK law requires. Any If upon the resignation of any Custodian may resign from its duties hereunder by there would be no Custodian acting hereunder, the Trustee shall, promptly after receiving such notice of such resignation delivered resignation, appoint a substitute custodian or custodians selected by the Sponsor pursuant to custody agreements approved by the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary maySponsor (provided, and upon instructions from the Bank shall, discharge the Custodian at any time upon notice to the Custodian being discharged; provided however that the Depositary may rights and duties of the Trustee hereunder shall not discharge be materially altered without its consent), each of which shall thereafter be a Custodian hereunder. When directed by the Bank acting Sponsor or if the Trustee in its discretion determines that it is in the capacity best interest of Custodian. The Depositary, after such discharge or receipt of such notice of resignation, may, upon the request or Registered Owners to do so and with the written approval of the Bank Sponsor (which approval shall not be unreasonably withheldwithheld or delayed), the Trustee shall appoint a substitute custodianor additional custodian or custodians, which shall thereafter be one of the Custodian Custodians hereunder. Any After the date of this Agreement, the Trustee shall not enter into or amend any Custody Agreement with a Custodian ceasing to act hereunder as without the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a Custodian shall deliver all Deposited Securities such of the Platinum held by it as is requested of it to any other Custodian or such substitute or additional custodian or custodians directed by the Sponsor. Each such substitute or additional custodian shall forthwith upon its appointment, enter into a Custody Agreement in form and substance satisfactory to the Sponsor 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 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 Custodian. Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, the 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 the each Custodian hereunder; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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 DepositaryDepositary has initially appointed Citibank Mexico S.A., upon the request or with the approval as Custodian of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purpose of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the 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 30 60 days prior to the date on which such resignation is to become effective. The Depositary may, and If 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 resignationresignation there shall be no other Custodian acting hereunder, maythe Depositary shall, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)promptly after receiving such notice, appoint a substitute custodianCustodian approved by the Company, such approval not to be unreasonably withheld, that is organized under the laws of the United Mexican States which shall thereafter be the Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is in the best interest of Holders to do so, the Depositary may discharge any Custodian and appoint a substitute or, if permitted by Mexican and other applicable law, an additional Custodian, who shall thereafter be a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional Custodian shall deliver to the 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 shall, immediately upon any change in Custodian, give notice in writing to all Holders of the name name, location and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, the 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 the any Custodian hereunder; , but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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 DepositaryCustodian's execution of this Agreement shall constitute the acceptance by the Custodian of the agency herein conferred, upon the request or and shall evidence its agreement to carry out and perform its duties under this Agreement in accordance with the approval 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 BankCustodian: (a) The Custodian, may from time to time appoint one or more agents to act for it in its capacity as Custodian hereunder. Each Custodian so appointed (other than the Bank) Custodian, shall give notice in writing have no duties to the Bank undersigned hereunder except those expressly set forth herein 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld)liable in such regard except for the performance of such duties as are specifically set out herein, appoint subject to Section 10 hereof. The Custodian shall not be responsible for the performance of the powers of attorney contained herein by any signatory hereto, or for the interpretation of any of the provisions of such powers of attorney. (b) If a substitute custodiancontroversy arises between two or more of the Selling Shareholders, which shall thereafter be or between any of the Custodian hereunder. Any Custodian ceasing Selling Shareholders and any other person, as to act hereunder as whether or not or to whom the Custodian shall deliver all Deposited Securities the certificates for the Option Shares or any funds held by it it, or as to a any other matter arising out of or relating hereto or to the property held by the Custodian continuing hereunder or as to act upon the instruction interpretation of this Agreement regarding the duties or obligations of the Depositary. The Depositary shall give notice in writing to all Holders of the name and location of the appointment of any Custodian. Upon the appointment of any successor depositary Custodian hereunder, 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, HOWEVER, that the time for appeal for any such final order shall have expired without an appeal having been made. The Custodian shall deliver the property, or any further act portion thereof, within 15 days after it has received written notice of any such agreement or writingfinal 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, 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 agent hereunder Attorneys-in-Fact and the Custodian are nevertheless authorized and directed to complete all of such successor depositary and transactions, including the appointment of such successor depositary shall in no way impair the authority 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 hereunder; but the successor depositary so appointed shall, nevertheless, on the written request will acknowledge in writing to each of the Custodian, execute and deliver to Selling Shareholders receipt by physical delivery of any certificates representing the Custodian all undersigned's Option Shares when such instruments as may be proper to give to the Custodian full and complete power and authority as agent hereunder of such successor depositarycertificates are received.

Appears in 1 contract

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

The Custodian. The Depositary, upon Depositary has appointed the request or with the approval Bank of Ireland as Custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as Custodian hereunderthe purposes of this Deposit Agreement. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any The 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 The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. 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, promptly after receiving such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld)notice, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Any Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian ceasing to act hereunder as hereunder, and upon demand of the Depositary the previous Custodian shall deliver all the Deposited Securities held by it to a Custodian continuing such substitute custodian. Each such substitute custodian shall deliver to act the Depositary forthwith upon the instruction its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of the name and location of the appointment of any CustodianReceipts. Upon the appointment of any successor depositary hereunder, the 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to 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, upon the request or with the approval of the Bank, Depositary may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the an office of JPMorgan Chase Bank) shall give notice in writing to the Bank Company 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 and shall be responsible solely to it. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may, and upon instructions from the Bank shall, may discharge the any 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 request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to 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)

The Custodian. The Depositary, upon the request or Depositary has agreed with the approval Custodian that the Custodian will receive and hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the account and to the order of the Bank, may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice Depositary in writing to the Bank and the Depositary accepting such appointment and agreeing to be bound by accordance with 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 and Deposit Agreement which include a requirement to segregate the Deposited Property from the other property of, 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 from its duties hereunder or be removed by notice of such resignation delivered to the Depositary at least 30 days by giving 90 days' prior to the date on notice, except that if a replacement Custodian is appointed which such resignation is to become effective. 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 a branch or receipt of such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, which shall thereafter be the Custodian hereunder. 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 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 the resignation of the Custodian, 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, upon acceptance of such appointment, and the expiry of any applicable notice period, become the Custodian. Whenever the Depositary in its discretion determines that it is in the best interests of the Holders to do so, it may, after prior consultation with the Company, terminate the appointment of the Custodian and, in the event of any such termination, 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, upon acceptance of such appointment, become the Custodian under the Deposit Agreement on the effective date of such termination. The Depositary shall give notice in writing to all notify Holders of such change immediately upon such change taking effect in accordance with Condition 23. Notwithstanding the name 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 location such consent of the appointment of any Company shall have been delivered to the Custodian. Upon In case of transportation of the appointment of any successor depositary hereunderDeposited Property under this Condition, the Custodian then acting hereunder Depositary shall forthwith become, without any further act or writing, obtain appropriate insurance at the agent hereunder 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 the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to the 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, upon Depositary has appointed the request or with the approval Eschborn office of Deutsche Bank AG as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as the purpose of this Deposit Agreement. A Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank 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 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 30 days prior to the date on which such resignation is to become effective. The Depositary mayIf upon such resignation there shall be no Custodian acting hereunder, 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 shall with the Bank acting in prior written consent of the capacity of Custodian. The DepositaryCompany, promptly after such discharge or receipt of receiving such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, custodian that is organized under the laws of Germany which shall thereafter be the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Holders to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute custodian or appoint one or more additional custodians, each of which shall thereafter be a Custodian hereunder. Any Custodian ceasing to act hereunder as Custodian hereunder shall deliver all Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder to a Custodian continuing to act upon the instruction of the Depositary. The Each substitute or additional custodian shall deliver to the Depositary, forthwith upon its 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 name, the address and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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, upon Depositary has appointed the request or with the approval Offenbach office of BHF-Bank AG as custodian and agent of the Bank, may from time to time appoint one or more agents to act Depositary for it as the purpose of this Deposit Agreement. A Custodian hereunder. Each Custodian so appointed (other than the Bank) shall give notice in writing to the Bank 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 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 30 days prior to the date on which such resignation is to become effective. The Depositary mayIf upon such resignation there shall be no Custodian acting hereunder, 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 shall with the Bank acting in prior written consent of the capacity of Custodian. The DepositaryCompany, promptly after such discharge or receipt of receiving such notice of resignation, may, upon the request or with the approval of the Bank (which approval shall not be unreasonably withheld), appoint a substitute custodian, custodian that is organized under the laws of Germany which shall thereafter be the Custodian hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute custodian or appoint one or more additional custodians, each of which shall thereafter be a Custodian hereunder. Any Custodian ceasing to act hereunder as Custodian hereunder shall deliver all Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder to a Custodian continuing to act upon the instruction of the Depositary. The Each substitute or additional custodian shall deliver to the 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 in writing to the Company, to all Holders Owners and to each other Custodian of the name name, the address and location of the appointment of any CustodianCustodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, the 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 the any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of the any Custodian, execute and deliver to the such Custodian all such instruments as may be proper to give to the 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)

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