Common use of New Escrow Agent Clause in Contracts

New Escrow Agent. If the Escrow Agent shall be removed as escrow agent by the Parent, the Purchaser, the Investors and the Sellers upon 30 days’ prior notice to the Escrow Agent or shall resign or otherwise cease to act as Escrow Agent (which resignation shall require as a condition thereto that the Escrow Agent provide the Parent, the Purchaser, the Investors and the Sellers at least 30 days’ prior written notice of resignation), the Parent, the Purchaser, the Investors and the Sellers shall mutually agree upon a successor which successor shall be deemed to be the Escrow Agent for all purposes of this Agreement. If a successor escrow agent has not been appointed and accepted such appointment by the end of the 30-day period following such removal, resignation or cessation, the escrow agent may apply to any court to commence litigation for the appointment of a successor escrow agent and deposit the Escrow Fund with the then chief or presiding judge of such court (and upon so depositing such property and filing its complaint in interpleader, it shall be relieved of all liability and responsibility under the terms hereof as to the property so deposited), and the costs, expenses and reasonable attorneys’ fees and expenses which the Escrow Agent incurs in connection with such a proceeding shall be borne severally, and not jointly, one-half by the Parent and the Purchaser and one-half by and the Sellers. The removal, resignation or other ceasing to act as escrow agent by the Escrow Agent or any successor thereto shall have no effect on this Agreement or any of the rights of the parties hereunder, all of which shall remain in full force and effect.

New Escrow Agent. If the Escrow Agent shall be removed as escrow agent by the ParentCompany, the Purchaser, the Investors Investor and the Sellers upon 30 days’ prior notice to the Escrow Agent Shareholder or shall resign or otherwise cease to act as Escrow Agent (which resignation shall require as a condition thereto that the Escrow Agent provide the Parentescrow agent, the Purchaser, the Investors Investor and the Sellers at least 30 days’ prior written notice of resignation), the Parent, the Purchaser, the Investors and the Sellers Shareholder shall mutually agree upon a successor which successor shall be deemed to be the Escrow Agent for all purposes of this Agreement. If a successor escrow agent has not been appointed and accepted such appointment by the end of the 30-day period following such removal, resignation or cessation, the escrow agent Escrow Agent may apply to any court in which it is permitted to commence litigation pursuant to Section 7(c) hereof for the appointment of a successor escrow agent Escrow Agent and deposit the Escrow Fund Funds with the then chief or presiding judge of such court (and upon so depositing such property and filing its complaint in interpleader, it shall be relieved of all liability and responsibility under the terms hereof as to the property so deposited), and the costs, expenses and reasonable attorneys’ ' fees and expenses which the Escrow Agent incurs in connection with such a proceeding shall be borne severally, and not jointly, one-half by the Parent and the Purchaser and one-half by and the SellersCompany. The removal, resignation or other ceasing to act as escrow agent by the Escrow Agent or any successor thereto shall have no effect on this Agreement or any of the rights of the parties hereunder, all of which shall remain in full force and effect.

New Escrow Agent. If the Escrow Agent shall be removed as escrow agent by the Parent, the Purchaser, the Investors Buyer and the Sellers upon 30 days’ prior notice to the Escrow Agent Company or shall resign or otherwise cease to act as Escrow Agent (which resignation shall require as a condition thereto that the Escrow Agent provide the Parentescrow agent, the Purchaser, the Investors Buyer and the Sellers at least 30 days’ prior written notice of resignation), the Parent, the Purchaser, the Investors and the Sellers Company shall mutually agree upon a successor successor, which successor shall be deemed to be the Escrow Agent escrow agent for all purposes of this Agreement. If a successor escrow agent has not been appointed and accepted such appointment by the end of the 30-day period following such removal, resignation or cessation, the escrow agent Escrow Agent may apply to any court to commence litigation in Hennepin County in the State of Minnesota for the appointment of a successor escrow agent and deposit the Escrow Fund Escrowed Funds with the then chief or presiding judge of such court (and upon so depositing such property and filing its complaint in interpleader, it shall be relieved of all liability and responsibility under the terms hereof as to the property Escrowed Funds so deposited), and the costs, expenses and reasonable attorneys’ fees and expenses which the Escrow Agent incurs in connection with such a proceeding shall be borne severally, one-half by Buyer and not jointly, one-half by the Parent Company; provided that such costs, expenses and reasonable attorneys’ fees which the Purchaser and one-half Escrow Agent incurs after its resignation shall be borne by and the SellersEscrow Agent. The removal, resignation or other ceasing to act as escrow agent by the Escrow Agent or any successor thereto shall have no effect on this Agreement or any of the rights of the parties hereunder, all of which shall remain in full force and effect.

New Escrow Agent. The Escrow Agent will have the right to resign at any time upon five (5) Business Days’ written notice of such resignation to Buyer and Seller and Buyer and Seller will have the right to terminate the services of the Escrow Agent at any time upon giving written notice signed by Buyer and Seller of such termination to the Escrow Agent, and in each case specifying the effective date of such resignation or termination. If the Escrow Agent shall will be removed as escrow agent by the Parent, the Purchaser, the Investors and the Sellers upon 30 days’ prior notice to the Escrow Agent or shall will resign or otherwise cease to act as Escrow Agent (which resignation shall require as a condition thereto that the Escrow Agent provide the Parentescrow agent, the Purchaser, the Investors Buyer and the Sellers at least 30 days’ prior written notice of resignation), the Parent, the Purchaser, the Investors and the Sellers shall Seller will mutually agree upon a successor which successor shall will be deemed to be the Escrow Agent for all purposes of this Agreement. If a successor escrow agent Escrow Agent has not been appointed and accepted such appointment by the end of the thirty (30-) day period following such removal, resignation or cessation, the escrow agent Escrow Agent may apply to any a court to commence litigation of competent jurisdiction for the appointment of a successor escrow agent and deposit the Escrow Fund with the then chief or presiding judge of such court (and upon so depositing such property and filing its complaint in interpleaderproperty, it shall will be relieved of all liability and responsibility under the terms hereof as to the property so deposited), and the costs, expenses and reasonable attorneys’ fees and expenses which the Escrow Agent incurs in connection with such a proceeding shall will be borne severally, and not jointly, one-half by the Parent and the Purchaser Buyer and one-half by Seller. After the effective date of such removal, resignation or cessation, the Escrow Agent will be under no further obligation to perform any of the duties of Escrow Agent under this Agreement other than to deliver the Escrow Fund, and any notices or other written communications or documents received by Escrow Agent in its capacity as such, to the Sellerssuccessor escrow agent. The removal, resignation or other ceasing to act as escrow agent by the Escrow Agent or any successor thereto shall will have no effect on this Agreement or any of the rights of the parties hereunder, all of which shall will remain in full force and effect.