Common use of Appointment of Successor Escrow Agent Clause in Contracts

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. If at any time the Escrow Agent shall resign, be removed removed, or otherwise become incapable of acting as escrow agent pursuant to this Amended and Restated Escrow Agreement, or if at any time a vacancy shall occur in the office of the Escrow Agent for any other cause, a qualified successor escrow agent shall be appointed by the Parties (other than the Escrow Agent) by a written instrument with the successor escrow agent that meets is approved and ordered by 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 agentCourt. If no qualified 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 as the Escrow Agent or a vacancy occurred in the office of escrow agentthe Escrow Agent, any party Party hereto (other than the Escrow Agent) may petition a court of competent jurisdiction the Court for an appointment of a qualified successor escrow agent, and the Escrow Agent shall have the right to refuse to make any payments from the Class Settlement Interchange Escrow Account until a qualified successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any qualified successor escrow agent hereunder, the Escrow Agent shall transfer the contents of the Class Settlement Interchange Escrow Fund Account to its successor. Upon receipt by the successor escrow agent of the Escrow Fundthose contents, the Escrow Agent shall be discharged from any continuing duties or obligations under this Amended and Restated Escrow 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 duties, and obligations of the Escrow Agent under this AgreementAmended and Restated Escrow Agreement arising prior to its replacement.

Appointment of Successor Escrow Agent. If at any time the Escrow Agent shall resign------------------------------------- resigns, be is removed or otherwise become becomes incapable of acting as escrow agent pursuant to this Agreement, or if at any time a vacancy shall occur occurs in the office of the Escrow Agent for any other cause, a successor escrow agent located in Los Angeles County that meets the qualifications set forth in in Section 7.1 shall 3.1 will be appointed by Parent, HCC with the written consent of Stockholder Representativethe Representative and Windward, 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) 30 days after the time the Escrow Agent became incapable of acting or a vacancy occurred in the office of escrow agentEscrow Agent, any party hereto may petition a court of competent jurisdiction for an appointment of a successor escrow agentagent and Escrow Agent will have the right to refuse to make any disbursements from the escrow until a successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any successor escrow agent hereunder, the Escrow Agent shall transfer the Escrow Fund and any other funds and documents then held in escrow to its successor. Upon receipt of such items by the successor escrow agent of the Escrow Fundagent, 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. 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 mutually acceptable 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, Interested Parties 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) 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. 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 18 shall be appointed by ParentBuyer, with the written consent of Stockholder RepresentativeXxxxxxxx, 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) 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 agentagent and Escrow Agent shall have the right to refuse to make any payments from the Escrow Amount until a successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any successor escrow agent hereunder, the Escrow Agent shall transfer the Escrow Fund Amount to its successor. Upon receipt by the successor escrow agent of the Escrow FundAmount, 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, Agreement 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. If at any time the Escrow Agent shall resignresigns, be is removed or otherwise become becomes incapable of acting as escrow agent pursuant to this Agreement, or if at any time a vacancy shall occur occurs in the office of the Escrow Agent for any other cause, then a successor escrow agent that meets the qualifications set forth in Section 7.1 shall will be appointed by Parent, with the written consent of Stockholder RepresentativeBuyer, which consent may not successor escrow agent will be unreasonably withheldreasonably satisfactory to Seller’s Principal Stockholder, 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 agentEscrow Agent, then any party hereto may petition a court of competent jurisdiction for an appointment of a successor escrow agent, and Escrow Agent will have the right to refuse to make any payment from the Escrow Fund until a successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any successor escrow agent hereunder, the Escrow Agent shall will transfer the Escrow Fund to its Escrow Agent’s successor. Upon receipt by the successor escrow agent of the Escrow Fund, the Escrow Agent shall will be discharged from any continuing duties duty or obligations obligation under this Agreement, but such discharge shall will not relieve the Escrow Agent from any liability incurred prior to before such event, and the successor escrow agent shall will be vested with all rights, powers, duties and obligations of the Escrow Agent under this Agreement.

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 escrow agent for any other cause, a successor escrow agent that meets the qualifications set forth in Section 7.1 12 shall be appointed by Parent, with the written consent of Stockholder Representative, which consent may not be unreasonably withheld, Buyer 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) 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 agentagent and Escrow Agent shall have the right to refuse to make any payments from the Escrow Amount until a successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any successor escrow agent hereunder, the Escrow Agent shall transfer the Escrow Fund Amount to its successor. Upon receipt by the successor escrow agent of the Escrow FundAmount, 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. 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 is mutually acceptable to Buyer and Company shall be appointed by Parent, with the written consent of Stockholder Representative, which consent may not be unreasonably withheld, Interested Parties 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) 30 days after the time the Escrow Agent became becomes incapable of acting or a vacancy occurred occurs 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 her 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. 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 6.1 shall be appointed by Parentthe Company, with the written consent of Stockholder RepresentativeParent, 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. 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, Company 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) 10 days after the time the Escrow Agent became incapable of acting or a vacancy occurred in the office of as escrow agentagent pursuant to this Agreement, any party hereto may petition a court of competent jurisdiction for an appointment of a successor escrow agentagent and Escrow Agent shall have the right to refuse to release the Escrow Shares until a successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any successor escrow agent hereunder, the Escrow Agent shall transfer the Escrow Fund Shares, to its successor. Upon receipt by the successor escrow agent of the Escrow FundShares, 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. If at any time the Escrow Agent shall resign, be removed 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 qualified successor escrow agent shall be appointed by the Parties (other than the Escrow Agent) by a written instrument with the successor escrow agent that meets is approved and ordered by 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 agentCourt. If no qualified 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 as the Escrow Agent or a vacancy occurred in the office of escrow agentthe Escrow Agent, any party Party hereto (other than the Escrow Agent) may petition a court of competent jurisdiction the Court for an appointment of a qualified successor escrow agent, and the Escrow Agent shall have the right to refuse to make any payments from the Class Settlement Interchange Escrow Account(s) until a qualified successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any qualified successor escrow agent hereunder, the Escrow Agent shall transfer the contents of the Class Settlement Interchange Escrow Fund Account(s) to its successor. Upon receipt by the successor escrow agent of the Escrow Fundthose contents, 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 duties, and obligations of the Escrow Agent under this AgreementEscrow Agreement arising prior to its replacement.

Appointment of Successor Escrow Agent. If at any time the Escrow Agent shall resign, be removed 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 qualified successor escrow agent shall be appointed by the Parties (other than the Escrow Agent) by a written instrument with the successor escrow agent that meets is approved and ordered by 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 agentCourt. If no qualified 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 as the Escrow Agent or a vacancy occurred in the office of escrow agentthe Escrow Agent, any party Party hereto (other than the Escrow Agent) may petition a court of competent jurisdiction the Court for an appointment of a qualified successor escrow agent, and the Escrow Agent shall have the right to refuse to make any payments from the Class Settlement Cash Escrow Account(s) until a qualified successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any qualified successor escrow agent hereunder, the Escrow Agent shall transfer the contents of the Class Settlement Cash Escrow Fund Account(s) to its successor. Upon receipt by the successor escrow agent of the Escrow Fundthose contents, 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 duties, and obligations of the Escrow Agent under this AgreementEscrow Agreement arising prior to its replacement.

Appointment of Successor Escrow Agent. If at any time the Escrow Agent shall resignresigns, be is removed or otherwise become becomes incapable of acting as escrow agent pursuant to this Agreement, or if at any time a vacancy shall occur occurs 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 will be appointed by Parent, with the written consent of Stockholder RepresentativeCompany, which consent may not successor escrow agent will be unreasonably withheldreasonably satisfactory to the Representative, 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) calendar days after the time the Escrow Agent became incapable of acting or a vacancy occurred in the office of escrow agentEscrow Agent, any party hereto may petition a court of competent jurisdiction for an appointment of a successor escrow agent, and Escrow Agent will have the right to refuse to make any payment from the Escrow Fund until a successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any successor escrow agent hereunder, the Escrow Agent shall will transfer the Escrow Fund to its Escrow Agent's successor. Upon receipt by the successor escrow agent of the Escrow Fund, the Escrow Agent shall will be discharged from any continuing duties duty or obligations obligation under this Agreement, but such discharge shall will not relieve the Escrow Agent from any liability incurred prior to before such event, and the successor escrow agent shall will be vested with all rights, powers, duties and obligations of the Escrow Agent under this Agreement.

Appointment of Successor Escrow Agent. If at any time the Escrow Agent shall resign, be removed removed, or otherwise become incapable of acting as escrow agent pursuant to this Amended and Restated Escrow Agreement, or if at any time a vacancy shall occur in the office of the Escrow Agent for any other cause, a qualified successor escrow agent shall be appointed by the Parties (other than the Escrow Agent) by a written instrument with the successor escrow agent that meets is approved and ordered by 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 agentCourt. If no qualified 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 as the Escrow Agent or a vacancy occurred in the office of escrow agentthe Escrow Agent, any party Party hereto (other than the Escrow Agent) may petition a court of competent jurisdiction the Court for an appointment of a qualified successor escrow agent, and the Escrow Agent shall have the right to refuse to make any payments from the Class Settlement Cash Escrow Account until a qualified successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any qualified successor escrow agent hereunder, the Escrow Agent shall transfer the contents of the Class Settlement Cash Escrow Fund Account to its successor. Upon receipt by the successor escrow agent of the Escrow Fundthose contents, the Escrow Agent shall be discharged from any continuing duties or obligations under this Amended and Restated Escrow 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 duties, and obligations of the Escrow Agent under this AgreementAmended and Restated Escrow Agreement arising prior to its replacement.

Appointment of Successor Escrow Agent. If at any time 2.3.1 In the event of a resignation or removal of the Escrow Agent, the NPC shall appoint a successor Escrow Agent with the consent of Merck (such consent not to be unreasonably withheld). If, upon resignation of the Escrow Agent, a successor Escrow Agent has not been appointed within 60 days after written notice of the resignation of the Escrow Agent, the Escrow Agent shall resign, be removed or otherwise become incapable may apply to any court of acting as escrow agent pursuant to this Agreement, or if at any time competent jurisdiction for appointment of a vacancy shall occur in the office of the successor Escrow Agent. A successor Escrow Agent for any other cause, a successor escrow agent that meets must meet the qualifications set forth in Section 7.1 shall be 2.1. 2.3.2 Any successor Escrow Agent, whether appointed by Parenta court or by the NPC, with the written consent of Stockholder Representative, which consent may not be unreasonably withheld, by a written instrument delivered shall execute and deliver to the successor escrow agent. If no successor escrow agent has been appointed at the effective date of resignation or removal of the predecessor 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 instrument accepting such discharge shall not relieve the Escrow Agent from any liability incurred prior to such eventappointment, and the thereupon such successor escrow agent Escrow Agent, without further act, shall be become vested with all the estates, properties, rights, powers, duties and obligations trusts of the predecessor Escrow Agent under this Agreementhereunder with like effect as if originally named as the “Escrow Agent” herein. Notwithstanding the foregoing, upon the written request of the successor Escrow Agent, Merck or the NPC, the predecessor Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, all the estates, properties, rights, powers and trusts of such predecessor Escrow Agent, and such predecessor Escrow Agent shall duly assign, transfer, deliver and pay over to such successor Escrow Agent any property or moneys then held by such predecessor Escrow Agent. 2.3.3 In the event any successor Escrow Agent is appointed hereunder, the fees theretofore paid to the predecessor Escrow Agent shall be prorated between the predecessor Escrow Agent and the successor Escrow Agent for any unexpired portion of the period to which such fees relate.

Appointment of Successor Escrow Agent. If at any time the Escrow Agent shall resignresigns, be is removed or otherwise become becomes incapable of acting as escrow agent pursuant to this Agreement, or if at any time a vacancy shall occur occurs 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 will be appointed by Parent, with the written consent of Stockholder RepresentativeBuyer, which consent may not successor escrow agent must be unreasonably withheldreasonably satisfactory to the Seller Representative, 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) 30 days after the time the Escrow Agent became incapable of acting or a vacancy occurred in the office of escrow agentEscrow Agent, any party hereto may petition a court of competent jurisdiction for an appointment of a successor escrow agentagent and Escrow Agent will have the right to refuse to make any payments from the Escrow Fund until a successor escrow agent is appointed and has accepted such appointment. Upon the appointment and acceptance of any successor escrow agent hereunder, the Escrow Agent shall will transfer the Escrow Fund to its successor. Upon receipt by the successor escrow agent of the Escrow Fund, the Escrow Agent shall will be discharged from any continuing duties or obligations under this Agreement, but such discharge shall will not relieve the Escrow Agent from any liability incurred prior to before such event, and the successor escrow agent shall will be vested with all rights, powers, duties and obligations of the Escrow Agent under this Agreement.