Removal of the Escrow Agent. The Escrow Agent may be removed at any time, by an instrument or concurrent instruments in writing delivered to the Escrow Agent, duly executed by quepasa and the Shareholders; provided, however, that such removal shall not take effect prior to the appointment of a successor Escrow Agent pursuant to the provisions of Section 4.5 of this Agreement and acceptance by the successor Escrow Agent of the trusts hereby created.
Removal of the Escrow Agent. The Buyer and the Company, together, shall have the right to remove the Escrow Agent hereunder by giving notice in writing to the Escrow Agent, specifying the date upon which such removal shall take effect. In the event of such removal, the Buyer and the Company agree that, prior to the effective date of removal of the Escrow Agent, they will jointly appoint a successor to the Escrow Agent (the “Successor Escrow Agent”), and the Escrow Agent hereby agrees that, upon receiving joint written instructions from the Buyer and the Company, it shall turn over and deliver to such Successor Escrow Agent all of the funds in the Escrow Account and other amounts held by it pursuant to this Agreement in accordance with the terms of such written instructions and render the accounting required by Section 13 hereof.
Removal of the Escrow Agent. (a) Upon thirty (30) days written notice, the Escrow Agent may be removed at any time, by an instrument or concurrent instruments in writing delivered to the Escrow Agent, the Authority and the Institution and signed by the Purchaser.
Removal of the Escrow Agent. In the event Buyer, Sellers Representative and, provided that the time for bringing any Buyer Escrow Indemnified Claim or Buyer Non-Escrow Indemnified Claim against the Conseco Parties has not expired, Conseco consent to the removal of the Escrow Agent and the appointment of a successor escrow agent, the Escrow Agent shall transfer and deliver the Escrow Fund to such successor escrow agent whereupon the Escrow Agent shall be discharged from all further duties hereunder.
Removal of the Escrow Agent. The Escrow Parties acting together shall have the right to terminate the appointment of the Escrow Agent by giving no less than thirty (30) days’ prior written notice of such termination, specifying the date upon which such termination shall take effect. Thereafter, the Escrow Agent shall have no further obligation under this Agreement 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. The Escrow Agent shall refrain from taking any action until it shall receive Joint Written Instructions from the Escrow Parties designating the successor escrow agent. The Escrow Agent shall deliver all of the then remaining balance 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 the 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. The Escrow Agent shall refrain from taking any action until it shall receive joint written instructions from the Escrow Parties designating the successor escrow agent. The Escrow Agent shall deliver all of the then remaining balance 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 the Escrow Agent. In the event County and Grantee each consent to the removal of the Escrow Agent and the appointment of a successor escrow agent, the Escrow Agent shall transfer and deliver the Escrow Fund to such successor escrow agent whereupon the Escrow Agent shall be discharged from all further duties hereunder.
Removal of the Escrow Agent. The Stockholder Representative and the Company, acting together, shall have the right to remove the Escrow Agent hereunder by giving thirty (30) days advance notice in writing to the Escrow Agent, specifying the date upon which such removal shall take effect. In the event of such removal, the Stockholder Representative and the Company agree that, prior to the effective date of removal of the Escrow Agent, they will jointly appoint a successor to the Escrow Agent (the “Successor Escrow Agent”), and the Escrow Agent hereby agrees that, upon receiving such joint instructions, it shall turn over and deliver to such Successor Escrow Agent the Escrowed Funds in accordance with the terms of such joint instructions and render the accounting required by Section 14.
Removal of the Escrow Agent the Stockholders' Committee and Magnetek may terminate, discharge and relieve the Escrow Agent of its duties hereunder at any time upon delivery of written notice thereof, jointly executed by the Stockholders' Committee and Magnetek. Forthwith, after its receipt of such notice, the Escrow Agent will make all necessary arrangements to promptly and securely transfer the Escrow Amount into the possession of whichever Person or Persons as the Stockholders' Committee and Magnetek may specify in such written notice or in any other jointly executed notice to the Escrow Agent. Upon delivery by the Escrow Agent of the Escrow Amount to such specified Person or persons in the manner provided in such notice, the Escrow Agent will be released from its obligations and liabilities under this Agreement, other than any liability for gross negligence, fraud or willful malfeasance of the Escrow Agent occurring before or in connection with such delivery. Release of the Escrow Agent under this Section 3.2 will in no way discharge the Stockholders' Committee and Magnetek of their obligations under Section 3.1 regarding reimbursement of expenses, indemnity and fees. The Escrow Agent will have the right to deduct from the Escrow Amount to be transferred to the Person or Persons referred to in the Stockholders' Committee's and Magnetek's notice an amount equal to any unpaid fees and expenses due and payable hereunder.
Removal of the Escrow Agent. In the event Buyer and the Sellers Representative consent to the removal of the Escrow Agent and the appointment of a successor escrow agent, the Escrow Agent shall transfer and deliver the Escrow Fund to such successor escrow agent whereupon the Escrow Agent shall be discharged from all further duties hereunder.
