Removal of Escrow Agent. The Escrow Parties acting together shall have the right to terminate the appointment of the Escrow Agent, specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation to the Escrow Parties except to hold the Escrow Fund as depository and not otherwise. The Escrow Parties agree that they will jointly appoint a banking corporation, trust company or attorney as successor escrow agent. Escrow Agent shall refrain from taking any action until it shall receive joint written instructions from the Escrow Parties designating the successor escrow agent. Escrow Agent shall deliver all of the Escrow Fund to such successor escrow agent in accordance with such instructions and upon receipt of the Escrow Fund, the successor escrow agent shall be bound by all of the provisions of this Agreement.
Removal of Escrow Agent. Purchaser and the Majority Shareholders may, upon at least thirty (30) business days prior written notice to the Escrow Agent, dismiss the Escrow Agent hereunder and appoint a successor. In such event, the Escrow Agent shall promptly account for and deliver to the successor escrow agent named in such notice the balance of the Escrow Deposit, including all investments thereof and accrued income thereon, on the date of such accounting and delivery. Upon acceptance thereof and of such accounting by such successor escrow agent, and upon reimbursement to the Escrow Agent of all expenses due to it hereunder through the date of such accounting and delivery, the Escrow Agent shall be released and discharged from all of its duties and obligations hereunder, but without prejudice to any liability of the Escrow Agent for its bad faith, gross negligence or willful misconduct hereunder.
Removal of Escrow Agent. (a) The Borrower may, with the consent of the Security Agent, remove the Escrow Agent at any time by giving to the Escrow Agent 15 days’ prior notice in writing signed by the Borrower. The Escrow Agent may resign at any time by giving to the Borrower 15 days’ prior written notice thereof.
(b) Within ten Business Days after the effective date of such notice of removal or notice of resignation, as appropriate, the Borrower and the Security Agent will jointly agree on and appoint a successor escrow agent. The Borrower will cause any successor escrow agent to assume the obligations of the Escrow Agent hereunder or to enter into such other escrow and security agreement as may be acceptable to the Security Agent in its reasonable discretion. If a successor escrow agent has not accepted such appointment by the end of such ten Business Day period or such successor escrow agent has not become so bound, the Escrow Agent may (but is not obliged to) deliver the Escrow Property to the Security Agent (and the Security Agent will, promptly upon request of the Escrow Agent provide to the Escrow Agent the appropriate account details and payment routing instructions so as to enable the Escrow Agent to deliver the Escrow Property as aforesaid) or the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. From the end of such ten Business Day period the Escrow Agent’s sole responsibility hereunder is to hold the Escrow Property but the Escrow Agent shall not be obliged to (but may in its absolute discretion) act in accordance with any instruction or other provision hereof (other than this Section 2.3). The costs and expenses (including attorneys’ fees and expenses) properly incurred by the Escrow Agent in connection with such proceeding will be paid by, and be deemed to be solely an obligation of, the Borrower.
(c) Upon receipt of the identity of the successor escrow agent, the Escrow Agent will either deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent, or hold such Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations owing to the Escrow Agent are paid. Upon delivery of the Escrow Property to the successor escrow agent, the Escrow Agent will have no further duties, responsibilities or obligations her...
Removal of Escrow Agent. The Escrow Agent may be removed at any time by mutual agreement of Party A and Party B by giving not less than 30 days’ prior written notice to the Escrow Agent. Prior to the expiration of such 30-day period, Party A and Party B shall designate, by mutual consent, a successor escrow agent. If no successor escrow agent is appointed within such 30-day period, the Escrow Agent may deposit the amounts remaining in the Escrow Fund with a court of competent jurisdiction located in Austin, Texas, whereupon the Escrow Agent shall be discharged of all duties and obligations hereunder.
Removal of Escrow Agent. The Investor Representative and the Major Stockholder, acting together, shall have the right to terminate the appointment of the Escrow Agent, specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation hereunder except to hold the Bonus Escrow Fund or the General Escrow Account as depository. The Investor Representative and the Major Stockholder agree that in the event of such termination, they will reasonably cooperate with each other in order to jointly appoint a banking corporation, trust company or attorney as successor Escrow Agent. The Escrow Agent shall refrain from taking any action until it shall have received joint written instructions from the Investor Representative and the Major Stockholder designating the successor Escrow Agent. The Escrow Agent shall deliver all of the Bonus Escrow Fund and the General Escrow Fund not previously paid out as provided in this Agreement to such successor agent in accordance with such instructions and, upon receipt of the Bonus Escrow Fund and the General Escrow Fund, the successor agent shall be bound by all of the provisions hereof.
Removal of Escrow Agent. 7.5.1. The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders or owners of not less than fifty-one percent (51%) in aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be filed with the District. A copy of any instrument filed with the District under the provisions of this paragraph shall be delivered by the District to the Escrow Agent.
7.5.2. The Escrow Agent may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Agent by any court of competent jurisdiction upon the application of the District or the holders or owners of not less than five percent (5%) in aggregate principal amount of the Refunded Bonds then outstanding.
Removal of Escrow Agent. Escrow Agent may be removed, with or without cause, by the Company and all Purchasers, acting jointly, in writing, at any time by the giving of thirty (30) days prior written notice to Escrow Agent. Such removal shall take effect upon the appointment of a successor escrow agent as provided hereinbelow. Upon any such notice of removal, the Company shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company, or other financial institution with a combined capital and surplus in excess of $100,000,000. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, such successor escrow agent shall thereupon succeed to, and become vested with, all the rights, powers, privileges, and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement. After any retiring Escrow Agent's removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement.
Removal of Escrow Agent. Escrow Agent may be removed at any time by mutual agreement of McDonald’s, Collateral Agent and Master Franchisee by giving not less than 30 days’ prior written notice to Escrow Agent. Prior to the expiration of such 30-day period, McDonald’s, Collateral Agent and Master Franchisee shall designate, by mutual consent, a successor escrow agent. If at that time Escrow Agent has not received a designation of a successor Escrow Agent, Escrow Agent’s sole responsibility shall be to safe keep the Escrowed Property until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by McDonald’s, Collateral Agent and Master Franchisee or a final nonappealable order of a court of competent jurisdiction (accompanied by a certificate from McDonald’s to the effect that such judgment is nonappealable). Upon receipt of notice of the identity of the successor escrow agent, Escrow Agent shall either deliver the Escrowed Property then held hereunder to the successor escrow agent, less Escrow Agent’s fees, costs, expenses and the value of other obligations owed to Escrow Agent hereunder, or hold such Escrowed Property (or any portion thereof) pending distribution, until all such fees, costs and expenses or the value of other obligations are paid to it. Upon delivery of the Escrowed Property to the successor escrow agent, Escrow Agent shall have no further duties, responsibilities or obligations hereunder.
Removal of Escrow Agent. New Holdco and the Representative may, upon at least ten business days' prior written notice to the Escrow Agent executed by each of them, dismiss the Escrow Agent and appoint a successor. In such event, the Escrow Agent shall promptly deliver to the successor escrow agent named in such notice the Certificates, Transfer Forms and New Holdco Stockholder Consents. Upon acceptance thereof by such successor escrow agent, and upon reimbursement to the Escrow Agent of all expenses due to him under this Agreement through the date of such delivery, the Escrow Agent shall be released and discharged from all of his duties and obligations under this Agreement, but without prejudice to any liability of the Escrow Agent for his bad faith, gross negligence or willful misconduct under this Agreement.
Removal of Escrow Agent. Parent and the Representative may, upon at least 30 business days prior written notice to the Escrow Agent executed by each of them, dismiss the Escrow Agent hereunder and appoint a successor. In such event, the Escrow Agent shall promptly account for and deliver to the successor escrow agent named in such notice the then balance of the Escrow Fund, including all investments thereof and accrued income thereon. Upon acceptance thereof and of such accounting by such successor escrow agent, and upon reimbursement to the Escrow Agent of all expenses and other amounts due to it hereunder through the date of such accounting and delivery, the Escrow Agent shall be released and discharged from all of its duties and obligations hereunder, but without prejudice to any liability of the Escrow Agent for its bad faith, gross negligence or wilful misconduct hereunder.
