Appointment of Successor Escrow Agent. If at any time the Escrow Agent shall resign, be removed or otherwise become incapable of acting as escrow agent pursuant to this Agreement, or if at any time a vacancy shall occur in the office of the Escrow Agent for any other cause, a successor escrow agent that meets the qualifications set forth in Section 7.1 shall be appointed by Parent, with the written consent of Stockholder Representative, which consent may not be unreasonably withheld, by a written instrument delivered to the successor escrow agent. If no successor escrow agent has been appointed at the effective date of resignation or removal of the Escrow Agent or within thirty (30) days after the time the Escrow Agent became incapable of acting or a vacancy occurred in the office of escrow agent, any party hereto may petition a court of competent jurisdiction for an appointment of a successor escrow agent. Upon the appointment and acceptance of any successor escrow agent hereunder, the Escrow Agent shall transfer the Escrow Fund to its successor. Upon receipt by the successor escrow agent of the Escrow Fund, the Escrow Agent shall be discharged from any continuing duties or obligations under this Agreement, but such discharge shall not relieve the Escrow Agent from any liability incurred prior to such event, and the successor escrow agent shall be vested with all rights, powers, duties and obligations of the Escrow Agent under this Agreement.
Appointment of Successor Escrow Agent. TMPA and the Participating Public Entities together may terminate the appointment of the Escrow Agent hereunder by giving a joint written notice specifying the date upon which such termination shall take effect. In the event of such termination, TMPA and the Participating Public Entities shall within thirty (30) days of such notice jointly appoint a successor escrow agent, and the Escrow Agent shall deliver the amounts in the Escrow Account to such successor escrow agent.
Appointment of Successor Escrow Agent. In case the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the City and the County by an instrument executed and signed by the duly authorized officer of each.
Appointment of Successor Escrow Agent. If a successor escrow agent shall not have acknowledged its appointment as such as provided in paragraph (c) below, in the case of a resignation, prior to the expiration of thirty (30) days following the date of a notice of resignation or, in the case of a removal, on the date designated for the Escrow Agent's removal, as the case may be, because the Stockholders and RBC are unable to agree on a successor escrow agent, or for any other reason, the Escrow Agent may select a successor escrow agent and any such resulting appointment shall be binding upon all of the parties to this Agreement, provided that any such successor selected by the Escrow Agent shall be a Permitted Bank (as defined in Section 3(a)) qualified to do business in the State of Illinois.
Appointment of Successor Escrow Agent. 6.1 The parties agree that the Escrow Agent shall be released from all obligations hereunder upon:
(a) the Escrow Agent unilaterally designating a trust company, law firm or chartered accountancy firm to act as successor escrow agent (the "New Escrow Agent") in its place,
(b) the Escrow Agent obtaining from such New Escrow Agent and delivering to the parties a true copy of an agreement pursuant to which the New Escrow Agent assumes all obligations under this Agreement,
(c) the Escrow Agent delivering to the New Escrow Agent all Escrow Materials, and
(d) the Escrow Agent delivering to Infertek and the Region a statutory declaration confirming the occurrence of the events set out above. Upon the occurrence of each of the events set out in this Article 6.0, the Escrow Agent shall be relieved of all obligations hereunder, save and except the benefit of Article 5.1 herein.
Appointment of Successor Escrow Agent. In case the Escrow Agent hereunder shall (a) resign pursuant to Section 4.3 hereof; (b) be removed pursuant to Section 4.4 hereof; or (c) be dissolved, taken under the control of any public officer or officers or of a receiver appointed by the court, or otherwise become incapable of acting hereunder, a successor will be appointed by August, with the prior written consent of ASTIHL. If no successor Escrow Agent shall have been so appointed and have accepted appointment within 30 days of the giving of written notice by the resigning Escrow Agent or within 30 days of the giving of written notice of removal by August and ASTIHL or within 30 days of August’s or ASTIHL’s giving written notice of any of the events specified in clause (c) of the preceding sentence, the Escrow Agent, ASTIHL, August or any of them may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent. Every such successor Escrow Agent appointed pursuant to the provisions of this Section 4.5 shall be willing to accept the trusteeship of the Escrow Shares under the terms and conditions of this Agreement. Notwithstanding Section 4.4 or Section 4.5 or any other provision contained in this Agreement to the contrary, no resignation or removal of an Escrow Agent shall take effect until a duly appointed successor Escrow Agent has received the full amount of the Escrow Shares.
Appointment of Successor Escrow Agent. If at any time the Escrow Agent shall resign or be removed or if at any time a vacancy shall occur in the office of the Escrow Agent for any other cause, a successor escrow agent shall be appointed by a written instrument executed by Young and Bio Dental and delivered to the Escrow Agent and the successor escrow agent. Upon acceptance of said instrument by the successor escrow agent, the resignation or removal of the Escrow Agent shall become effective and such successor escrow agent shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder. If no successor escrow agent shall have been appointed at the effective date of resignation of the Escrow Agent, the Escrow Agent or either other party hereto shall petition a court of competent jurisdiction for the appointment of a successor and the Escrow Agent's duties shall be purely ministerial until such appointment is effective.
Appointment of Successor Escrow Agent. In the event the Escrow Agent resigns and is discharged from its duties or obligations under the Indemnity Escrow Agreement or Earnout Escrow Agreement, BCC will designate a successor Escrow Agent prior to the expiration of the ten-day period following the notice date of the Escrow Agent's resignation, by giving written notice to the Indemnity Escrow Agent or Earnout Escrow Agent, as the case may be, and the Stockholder Representative. BCC may appoint a successor Escrow Agent without the consent of the Escrow Stockholders 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 Stockholder Representative, which consent shall not be unreasonably withheld.
Appointment of Successor Escrow Agent. If at any time hereafter the Escrow Agent or any successor Escrow Agent shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Agent shall thereupon become vacant. If the position of Escrow Agent shall become vacant for any of the foregoing reasons or for any other reason, the Town shall appoint a successor Escrow Agent to fill such vacancy. The Town shall provide written notice of any such appointment made by it by registered or certified mail to each of the Prior Bondholders as their names appear on the registration books for the Refunded Bonds as of the fifteenth (15th) day prior to the mailing of such notice. At any time within one year after such appointment by the Town, the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding, by an instrument or concurrent instruments in writing, executed and filed with the Town, may appoint a successor Escrow Agent, which shall supersede any Escrow Agent theretofore appointed by the Town. A photographic copy of each such instrument shall be delivered promptly by the Town to the predecessor Escrow Agent and to the Escrow Agent so appointed by the Prior Bondholders. If no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this Section, any Prior Bondholder or any retiring Escrow Agent may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Agent.
Appointment of Successor Escrow Agent. The Escrow Agent may resign at any time upon 45 days' written notice to UHS and the Shareholders' Representative. UHS and the Shareholders' Representative may by mutual agreement remove the Escrow Agent by giving 30 days' written notice of such removal. In the event of the resignation or removal of the Escrow Agent, UHS and the Shareholders' Representative shall appoint a successor Escrow Agent. The successor Escrow Agent shall have the same powers and duties as those conferred upon the Escrow Agent named in this Agreement, and shall agree to be bound by the terms of this Agreement as though named as the Escrow Agent herein. Upon the resignation or removal of the Escrow Agent, the Escrow Funds shall be delivered to the successor escrow agent, with delivery to be made as of the effective date of the Escrow Agent's resignation or removal. If for any reason delivery to a successor escrow agent is not possible, the Escrow Agent shall deliver the Escrow Funds to a party mutually agreed upon by UHS and the Shareholders' Representative.
