SUCCESSOR TO THE ESCROW AGENT Sample Clauses

The "Successor to the Escrow Agent" clause defines the process for appointing a new escrow agent if the current one resigns, is removed, or is otherwise unable to fulfill their duties. Typically, this clause outlines how the parties involved will agree on a replacement, the notice required, and the transfer of escrowed assets and responsibilities to the successor. Its core function is to ensure continuity and proper management of escrowed funds or documents, preventing disruptions or disputes if the original escrow agent can no longer serve.
SUCCESSOR TO THE ESCROW AGENT. Any corporation resulting from any merger or consolidation to which the Escrow Agent shall be a party, or any corporation in any manner succeeding to all or substantially all of the business of the Escrow Agent, provided such corporation shall be a banking corporation organized under the laws of the United States of America with trust powers, shall be the successor agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto.
View SourceView Similar (3)
SUCCESSOR TO THE ESCROW AGENT. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving notice of its resignation to the parties to this Agreement, specifying a date not less than thirty (30) days following such notice date of when such resignation shall take effect. If, and only if, a successor escrow agent is appointed pursuant to the resignation of the Escrow Agent the Escrow Agent shall refund to the Escrow Fund any prepaid but unearned fees previously paid from the Escrow Fund to the Escrow Agent hereunder. Visteon, with the consent of Ford, which shall not be unreasonably withheld or delayed, shall designate a successor escrow agent prior to the expiration of such thirty-day period by giving written notice to the Escrow Agent and Ford. Visteon may at any time appoint any successor escrow agent with the consent of Ford, which consent shall not be unreasonably withheld or delayed. If no successor escrow agent is named by Visteon, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. The Escrow Agent shall promptly transfer the Escrow Fund to such designated successor. It is further understood that any corporation into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation to which substantially all the corporate trust business of the Escrow Agent in its individual capacity (including the administration of this Agreement) may be transferred, shall be the Escrow Agent under this Agreement without further act.
View SourceView Similar (2)
SUCCESSOR TO THE ESCROW AGENT. (a) The Escrow Agent shall have the right to resign upon notice to the remaining parties; and the remaining parties shall jointly appoint a successor escrow agent by notice to the Escrow Agent. (b) Upon the resignation of the Escrow Agent and the designation of a successor escrow agent, the Escrow Agent (or its legal representative) shall deliver to the successor escrow agent a copy of this Escrow Agreement and the Escrowed Items. Any successor escrow agent shall have all the rights and shall be subject to all of the obligations of the Escrow Agent. (c) Upon the dissolution, disqualification or refusal of the Escrow Agent (or any successor escrow agent) to serve, or continue to serve under this Escrow Agreement, and should the parties hereto fail to agree upon a successor escrow agent, the parties hereto or the Escrow Agent shall have the right to make application for the appointment of such successor escrow agent in a court of equity.
View Source

Related to SUCCESSOR TO THE ESCROW AGENT

  • Successor to Escrow Agent Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction.

  • Appointment of the Escrow Agent Purchaser and Seller hereby appoint the Escrow Agent to serve as escrow agent hereunder and to hold the Escrow Fund (as defined herein) in accordance with the terms, conditions and provisions of this Agreement. The Escrow Agent hereby accepts such appointment and agrees to perform all duties which are expressly set forth in this Agreement and to hold, invest, disburse and apply the Escrow Fund (as defined below) in accordance with the terms and conditions of this Agreement.

  • SUCCESSOR TO THE BANK The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.

  • Successor Escrow Agent In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

  • Duties of the Escrow Agent The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto with respect to the subject matter hereof, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent shall be under no liability to anyone by reason of any failure on the part of any party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document.