Common use of Amendment; Resignation or Removal of Escrow Agent Clause in Contracts

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Parties and the Escrow Agent. If the Parties agree to amend any defined term in the Merger Agreement from and after the date hereof, and such defined term is used as a defined term herein, then the Parties shall jointly notify the Escrow Agent in writing of such amendment as promptly as practicable. The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice signed by both Parties of its removal. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed by the Parties, as evidenced by a joint written notice signed by the Parties delivered to the Escrow Agent or in accordance with a court order. Such successor escrow agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. The Escrow Agent shall continue to serve until its successor accepts the Escrow Property. Upon its resignation or removal and delivery of the Escrow Property as set forth in this Section 5, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 5 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by Parent for any expenses incurred in connection with its resignation, transfer of the Escrow Property to a successor Escrow Agent.

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the pursuant to a written consent of the Parties and the Escrow Agent. If the Parties agree to amend any defined term in the Merger Agreement from and after the date hereofinstrument, and such defined term is used as a defined term hereinreferencing this Section 6, then the Parties shall jointly notify the Escrow Agent in writing of such amendment as promptly as practicablesigned by all parties hereto. The Escrow Agent may resign and be discharged from its duties hereunder at any time by furnishing giving written notice of its such resignation to (i) ACTC II (if the Parties, and the Parties may remove the Escrow Agent by furnishing resignation occurs prior to the Escrow Agent a joint written notice signed by both Parties closing of its removal. Such the Business Combination) or the Company (if the resignation or removal, as the case may be, shall be effective thirty (30) days occurs after the closing of the Business Combination) and (ii) MSOF, MSTO and MCP specifying a date when such resignation shall take effect and upon delivery of such notice or upon the earlier appointment of a successor, and Escrowed Funds to the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed designated by the PartiesMSOF, as evidenced by a joint written notice signed by the Parties delivered to the Escrow Agent MSTO or MCP in accordance with a court orderwriting. Such successor escrow agent Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Escrowed Funds. MSOF, MSTO and MCP shall jointly have the right at any time to remove the Escrow PropertyAgent and substitute a new escrow agent by giving written notice thereof to the Escrow Agent then acting, and ACTC II or the Company, as applicable. Upon its resignation or removal and delivery of the Escrow Property Escrowed Funds as set forth in this Section 56, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 5 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by Parent ACTC II or the Company, as applicable, for any expenses incurred in connection with its resignation, transfer of the Escrow Property Escrowed Funds to a successor Escrow Agentescrow agent or distribution of the Escrowed Funds pursuant to this Section 6.

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Parties Issuer, the Placement Agent and the Escrow Agent. If the Parties agree to amend any defined term in the Merger Agreement from and after the date hereof, and such defined term is used as a defined term herein, then the Parties shall jointly notify the Escrow Agent in writing of such amendment as promptly as practicable. The Escrow Agent may resign and be discharged from its duties hereunder at any time by furnishing giving written notice of its such resignation to the Parties, Issuer and the Parties may remove Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Escrow Agent by furnishing Fund to the Escrow Agent a joint written notice signed by both Parties of its removal. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed designated by the Parties, as evidenced by a joint written notice signed by Issuer or the Parties delivered to the Escrow Placement Agent or in accordance with a court orderwriting. Such successor escrow agent Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow PropertyAgent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation or removal and delivery of the Escrow Property Fund as set forth in this Section 56, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this AgreementAgreement other than in the case of gross negligence or willful misconduct. Without limiting the provisions of Section 5 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by Parent the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Escrow Property Fund to a successor Escrow Agentescrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Parties Company, the Purchaser and the Escrow Agent. If the Parties agree to amend any defined term in the Merger Agreement from and after the date hereof, and such defined term is used as a defined term herein, then the Parties shall jointly notify the Escrow Agent in writing of such amendment as promptly as practicable. The Escrow Agent may resign and be discharged from its duties hereunder at any time by furnishing giving written notice of its such resignation to the Parties, Company and the Parties may remove Purchaser specifying a date when such resignation shall take effect and upon delivery of the Escrow Agent by furnishing Escrowed Amount to the Escrow Agent a joint written notice signed by both Parties of its removal. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed designated by the Parties, as evidenced by a joint written notice signed by Company and the Parties delivered to the Escrow Agent or Purchaser in accordance with a court orderwriting. Such successor escrow agent Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company and the Purchaser fail to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Escrowed Amount to the Company, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Escrowed Amount. The Company shall have the right at any time to remove the Escrow PropertyAgent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation or removal and delivery of the Escrow Property Escrowed Amount as set forth in this Section 56, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 5 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by Parent the Company and the Purchaser for any expenses incurred in connection with its resignation, transfer of the Escrow Property Escrowed Amount to a successor Escrow Agentescrow agent or distribution of the Escrowed Amount pursuant to this Section 6.

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Parties Issuer, the Placement Agent and the Escrow Agent. If the Parties agree to amend any defined term in the Merger Agreement from and after the date hereof, and such defined term is used as a defined term herein, then the Parties shall jointly notify the Escrow Agent in writing of such amendment as promptly as practicable. The Escrow Agent may resign and be discharged from its duties hereunder at any time by furnishing giving written notice of its such resignation to the Parties, Issuer and the Parties may remove Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Escrow Agent by furnishing Fund to the Escrow Agent a joint written notice signed by both Parties of its removal. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed designated by the Parties, as evidenced by a joint written notice signed by Issuer or the Parties delivered to the Escrow Placement Agent or in accordance with a court orderwriting. Such successor escrow agent Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Issuer fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Issuer shall have the right at any time to remove the Escrow PropertyAgent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation or removal and delivery of the Escrow Property Fund as set forth in this Section 56, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 5 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by Parent the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Escrow Property Fund to a successor Escrow Agentescrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Parties Issuer, the Placement Agent and the Escrow Agent. If the Parties agree to amend any defined term in the Merger Agreement from and after the date hereof, and such defined term is used as a defined term herein, then the Parties shall jointly notify the Escrow Agent in writing of such amendment as promptly as practicable. The Escrow Agent may resign and be discharged from its duties hereunder at any time by furnishing giving written notice of its such resignation to the Parties, Issuer and the Parties may remove Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Escrow Agent by furnishing Fund to the Escrow Agent a joint written notice signed by both Parties of its removal. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed designated by the Parties, as evidenced by a joint written notice signed by Issuer or the Parties delivered to the Escrow Placement Agent or in accordance with a court orderwriting. Such successor escrow agent Rscrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company shall have the right at any time to remove the Escrow PropertyAgent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation or removal and delivery of the Escrow Property Fund as set forth in this Section 56, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 5 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by Parent the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Escrow Property Fund to a successor Escrow Agentescrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Parties Issuer, the Placement Agent and the Escrow Agent. If the Parties agree to amend any defined term in the Merger Agreement from and after the date hereof, and such defined term is used as a defined term herein, then the Parties shall jointly notify the Escrow Agent in writing of such amendment as promptly as practicable. The Escrow Agent may resign and be discharged from its duties hereunder at any time by furnishing giving written notice of its such resignation to the Parties, Issuer and the Parties may remove Placement Agent specifying a date when such resignation shall take effect and upon delivery of the Escrow Agent by furnishing Fund to the Escrow Agent a joint written notice signed by both Parties of its removal. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed designated by the Parties, as evidenced by a joint written notice signed by Issuer or the Parties delivered to the Escrow Placement Agent or in accordance with a court orderwriting. Such successor escrow agent Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Company and the Placement Agents fail to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Fund. The Company and the Placement Agent shall have the right at any time to remove the Escrow PropertyAgent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation or removal and delivery of the Escrow Property Fund as set forth in this Section 56, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 5 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by Parent the Issuer for any expenses incurred in connection with its resignation, transfer of the Escrow Property Fund to a successor Escrow Agentescrow agent or distribution of the Fund pursuant to this Section 6.

Amendment; Resignation or Removal of Escrow Agent. This Agreement may be altered or amended only with the written consent of the Parties Issuer, the Placement Agents and the Escrow Agent. If the Parties agree to amend any defined term in the Merger Agreement from and after the date hereof, and such defined term is used as a defined term herein, then the Parties shall jointly notify the Escrow Agent in writing of such amendment as promptly as practicable. The Escrow Agent may resign and be discharged from its duties hereunder at any time by furnishing giving written notice of its such resignation to the Parties, Issuer and the Parties may remove Placement Agents specifying a date when such resignation shall take effect and upon delivery of the Escrow Agent by furnishing Funds to the Escrow Agent a joint written notice signed by both Parties of its removal. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed designated by the Parties, as evidenced by a joint written notice signed by the Parties delivered to the Escrow Agent or Issuer in accordance with a court orderwriting. Such successor escrow agent Escrow Agent shall become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Issuer fails to designate a successor Escrow Agent within thirty (30) days after such notice, then the resigning Escrow Agent shall promptly refund the amount in the Funds to each prospective purchaser, without interest thereon or deduction. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Funds. The Issuer shall have the right at any time to remove the Escrow PropertyAgent and substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting. Upon its resignation or removal and delivery of the Escrow Property Funds as set forth in this Section 56, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the escrow agent relationship contemplated by this Agreement. Without limiting the provisions of Section 5 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by Parent the Issuer and the Placement Agents for any expenses incurred in connection with its resignation, transfer of the Escrow Property Funds to a successor Escrow Agentescrow agent or distribution of the Funds pursuant to this Section 6.