Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as such thirty (30) calendar days following the giving of prior written notice thereof to Seller and Purchaser. In addition, the Escrow Agent may be removed and replaced on a date designated in a written instrument signed by Seller and Purchaser and delivered to the Escrow Agent. Notwithstanding the foregoing, no such resignation or removal shall be effective until a successor escrow agent has acknowledged its appointment as such as provided in paragraph (c) below. In either event, upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Fund to such successor escrow agent, together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow Fund as such successor may reasonably request.
(b) 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) calendar 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 Seller and Purchaser 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 referred to in subclause (A) of clause (iii) of paragraph (a) of Section 3.
(c) Upon written acknowledgment by a successor escrow agent appointed in accordance with the foregoing provisions of this Section 9 of its agreement to serve as escrow agent hereunder and the receipt of the property then comprising the Escrow Fund, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to the proviso contained in clause (iii) of Section 6, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.
Resignation and Removal of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least 60 calendar days’ prior written notice to the Acquiror and the Stockholder. Upon such resignation and the appointment of a successor Escrow Agent, the obligations and duties of the resigning Escrow Agent shall terminate. Upon their receipt of notice of resignation from the Escrow Agent, the Acquiror and the Stockholder shall use reasonable efforts jointly to designate a successor Escrow Agent. In the event the Acquiror and the Stockholder do not agree upon a successor Escrow Agent within 60 calendar days after the receipt of such notice, the Escrow Agent so resigning may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon the parties hereto. The Escrow Agent may be removed, with or without cause, by 10 calendar days’ written notice to the Escrow Agent from the Acquiror and the Stockholder. The Escrow Agent or successor Escrow Agent shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent in accordance with this Section.
Resignation and Removal of the Escrow Agent. The Escrow Agent may ------------------------------------------- resign as Escrow Agent at any time with or without cause by giving at least thirty (30) days' prior written notice to each of Parent and the Shareholders' Agent, such resignation to be effective thirty (30) days following the date such notice is given. In addition, Parent and Shareholders' Agent may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent which shall be a bank or trust company organized under the laws of the United States of America or of the State of California having (or if such bank or trust company is a member of a bank company, its bank holding company has) a combined capital and surplus of not less than $50,000,000, shall be appointed by the Shareholders' Agent with the approval of Parent, which approval shall not be unreasonably withheld. Any such successor escrow agent shall deliver to Parent and the Shareholders' Agent a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive the Cash Escrow Fund.
Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as escrow agent hereunder at any time, with or without cause, by giving at least thirty (30) days’ prior written notice to each of Parent and the Seller, such resignation to be effective thirty (30) days following the date such notice is received by Parent and the Seller. In addition, Parent and the Seller may jointly remove the Escrow Agent as escrow agent hereunder at any time, with or without cause, by an delivering an instrument executed by Parent and the Seller (which may be executed in counterparts) to the Escrow Agent, which instrument shall designate the effective date of such removal.
(b) In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized under the laws of the United States of America or of the State of Colorado having (or if such bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, shall be jointly appointed by Parent and the Seller on the terms and conditions of this Agreement. Any such successor escrow agent shall deliver to Parent and the Seller a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agent.
Resignation and Removal of the Escrow Agent. 6.2.1 The Escrow Agent may resign as Escrow Agent at any time with or without cause, by giving at least thirty (30) days’ prior written notice to the Company and the Bidder, such resignation to be effective thirty (30) days following the date such notice is received by the Company and the Bidder, provided that such resignation shall take effect only if (i) a successor has been appointed by the Bidder and the Company in accordance with Clause 6.2.3 of this Agreement and (ii) the Escrow Agent has transferred the Initial Subscription Amount to such successor.
6.2.2 In addition, the Company and the Bidder may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument executed by an Authorized Representative of each of the Company and the Bidder (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal.
6.2.3 In the event that any such vacancy shall occur in the position of the Escrow Agent, prior to the termination of this Agreement in accordance with Clause 5, by reason of resignation or removal of the Escrow Agent, a successor escrow agent shall be appointed by the Bidder and the Company in accordance with this Clause 6.2.
Resignation and Removal of the Escrow Agent. The Escrow Agent may resign at any time upon giving at least thirty (30) calendar days written notice to the other parties or may be removed at any time by Acquiror and the Stockholders’ Agent by delivery to Escrow Agent of written notice executed by both parties at least thirty (30) calendar days prior to the effective date of removal; provided, however, that no such resignation or removal shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: Acquiror and the Stockholders’ Agent shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) calendar days after receiving such notice. If such parties fail to agree on a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent authorized to do business in the State of California. Any successor escrow agent shall be a trust company, bank and trust company or national bank with trust powers organized under the laws of the United States or any state thereof and having a capital and surplus of one hundred million dollars ($100,000,000) or more. The successor escrow agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment, and the successor escrow agent shall, without further acts, be vested with all the estates, property rights, powers, and duties of the predecessor Escrow Agent as if originally named as Escrow Agent herein. The predecessor Escrow Agent then shall be discharged from any further duties and liability (except with respect to acts pursuant to Section 9 hereof that occurred prior to the appointment of a new Escrow Agent) under this Agreement.
Resignation and Removal of the Escrow Agent. The Escrow Agent ------------------------------------------- may resign as Escrow Agent at any time with or without cause by giving at least thirty (30) days' prior written notice to each of P-Com and the Escrow Committee, such resignation to be effective thirty (30) days following the date such notice is given. In addition, P-Com and the Escrow Committee may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument (which may be executed in counterparts) given to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent shall be appointed by the Escrow Committee, with the approval of P-Com, which approval shall not be unreasonably withheld. Any such successor escrow agent shall deliver to P-Com and the Escrow Committee a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the escrow agent hereunder and shall be entitled to receive the assets in the Escrow.
Resignation and Removal of the Escrow Agent. The Escrow Agent may resign at any time upon giving at least thirty (30) days' written notice to the parties; provided, however, that no such resignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: the parties shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving such notice. If the parties fail to agree upon a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent authorized to do business in the States of California or Massachusetts. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as escrow agent. The Escrow Agent shall be discharged from any further duties and liability under this Agreement.
Resignation and Removal of the Escrow Agent. The Escrow Agent (and any successor escrow agent) may at any time (a) resign by giving written notice thereof to Buyer and the Selling Parties’ Representative or (b) be removed by mutual written notice thereof to the Escrow Agent from Buyer and the Selling Parties’ Representative, in each case with such notice being given at least 30 days prior to the effective date of such resignation or removal (as applicable). The resignation or removal of the Escrow Agent (i) shall not affect any right or remedy any Party may have and (ii) shall not be effective until delivery of the Escrow Account to any successor escrow agent jointly designated by Buyer and the Selling Parties’ Representative in writing or to any court of competent jurisdiction. If the Escrow Agent has not received a designation of a successor escrow agent within 30 days following such notice of resignation or removal (as applicable), then the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Account until receipt of (A) a joint designation of a successor escrow agent, (B) a Joint Instruction relating to disposition or (C) a final non-appealable order of a court of competent jurisdiction. After any retiring Escrow Agent’s resignation, the provisions of this 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 Agreement.
Resignation and Removal of the Escrow Agent. The Escrow Agent may resign as Escrow Agent at any time with or without cause by giving prior written notice to each of Xxxx, CYMI and W2Com, such resignation to be effective at the time specified in the notice, which may not be sooner than thirty (30) days following the date such notice is delivered (the "Notice Period"). In addition, Xxxx, CYMI and W2Com may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument (which may be executed in counterparts) delivered to the Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized under the laws of the United States of America having (or in the case of a subsidiary of a bank holding company, its parent shall have) a combined capital and surplus of not less than one hundred million dollars ($100,000,000), shall be jointly appointed by Xxxx, CYMI and W2Com within the Notice Period. Any such successor Escrow Agent shall deliver to Xxxx, CYMI and W2Com a written instrument accepting such appointment and the terms and conditions of this Escrow Agreement, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive the Escrow Fund pursuant to the terms hereof.
