Common use of Resignation and Removal of the Escrow Agent Clause in Contracts

Resignation and Removal of the Escrow Agent. The Escrow Agent may ------------------------------------------- resign from the performance of its duties hereunder at any time by giving thirty (30) days prior written notice to MainStreet BankShares, Inc., or may be removed, with or without cause, by MainStreet BankShares, Inc. acting jointly by furnishing a Joint Written Direction to the Escrow Agent, at any time by the giving of thirty (30) days prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignation or removal, MainStreet BankShares, Inc. shall appoint a successor Escrow Agent hereunder. If such designation of the successor Escrow Agent is not made within thirty (30) days after the Escrow Agent sends its notice of resignation, the Escrow Agent may apply to a court of competent jurisdiction to appoint a successor Escrow Agent. Upon the acceptance in writing of any appointment as the 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, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken while it was the Escrow Agent under this Escrow Agreement.

Resignation and Removal of the Escrow Agent. The Escrow Agent may ------------------------------------------- resign from the performance of its duties hereunder at any time by giving thirty not less than ten (3010) days business days' prior written notice to MainStreet BankShares, Inc., the Seller and the Purchaser or may be removed, with or without cause, by MainStreet BankShares, Inc. acting the Seller and the Purchaser jointly by furnishing a Joint Written Direction to the Escrow Agent, at any time by the giving of thirty not less than ten (3010) days business days' prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereinbelow. Upon any such notice of resignation or removal, MainStreet BankShares, Inc. the Purchaser shall appoint a successor Escrow Agent hereunder. If such designation of , subject to reasonable approval by the successor Escrow Agent is not made within thirty (30) days after the Escrow Agent sends its notice of resignation, the Escrow Agent may apply to a court of competent jurisdiction to appoint a successor Escrow AgentSeller. Upon the acceptance in writing of any appointment as the 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, 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, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or 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 the Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall transmit all records pertaining to the Escrowed Shares and shall deliver the Escrowed Shares to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and reasonable attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

Resignation and Removal of the Escrow Agent. The Escrow Agent may ------------------------------------------- resign from the performance of its duties hereunder at any time by giving thirty ten (3010) days days’ prior written notice to MainStreet BankShares, Inc., the Representatives or may be removed, with or without cause, by MainStreet BankSharesthe Representatives, Inc. acting jointly by furnishing a Joint Written Direction to the Escrow Agent, at any time by the giving of thirty ten (3010) days days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor the Escrow Agent as provided hereinherein below. Upon any such notice of resignation or removal, MainStreet BankShares, Inc. the Representatives jointly shall appoint a successor the Escrow Agent hereunder. If such designation , which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of the successor Escrow Agent is not made within thirty (30) days after the Escrow Agent sends its notice of resignation, the Escrow Agent may apply to a court of competent jurisdiction to appoint a successor Escrow Agent$10,000,000. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor the Escrow Agent, such successor the Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, privileges and duties of the retiring the Escrow Agent, and the retiring the Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring the Escrow Agent's ’s resignation or 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 the Escrow Agent under this Escrow Agreement. The retiring the Escrow Agent shall transmit all records pertaining to the Escrow Property and shall transfer all Escrow Property held by it to the successor the Escrow Agent, after making copies of such records as the retiring the Escrow Agent deems advisable and after deduction and payment to the retiring the Escrow Agent of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by the retiring the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

Resignation and Removal of the Escrow Agent. The Escrow Agent may ------------------------------------------- resign from the performance of its duties hereunder at any time by giving thirty (30) days 10 days' prior written notice to MainStreet BankShares, Inc., or the Parties. The Escrow Agent may be removedremoved as Escrow Agent hereunder, with or without cause, by MainStreet BankSharesthe Parties, Inc. acting jointly collectively, by furnishing a Joint Written Direction collective written instructions to the Escrow Agent, at any time by the giving of thirty (30) days 10 days' prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent or upon payment of the Escrow to the registry of court of competent jurisdiction, as provided hereinherein below. Upon any such notice of resignation or removal, MainStreet BankShares, Inc. the Parties shall collectively 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. If such designation of the TAS and TIMCO have not collectively appointed a successor Escrow Agent is not made within thirty twenty (3020) days after the Escrow Agent sends its date of notice of resignationthe Escrow Agent's resignation or removal, the Escrow Agent may apply shall deliver the Escrow to the registry of a court of competent jurisdiction to appoint a successor Escrow Agentjurisdiction. Upon the acceptance in writing of any appointment as the 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, privileges and duties previously vested in the Escrow Agent who has resigned or has been removed (the "Retiring Escrow Agent"), including delivery of such funds to the registry of a court of competent jurisdiction. Upon the effectiveness of the retiring Retiring Escrow Agent's resignation or removal, and the retiring Retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to the effectiveness of such successionresignation or removal. After any retiring the effectiveness of the Retiring Escrow Agent's resignation or 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 the Escrow Agent under this Escrow Agreement.

Resignation and Removal of the Escrow Agent. The Escrow Agent may ------------------------------------------- resign from the performance of its duties hereunder at any time by giving thirty (30) days days' prior written notice to MainStreet BankShares, Inc., the parties or may be removed, with or without cause, by MainStreet BankSharesthe parties, Inc. acting jointly jointly, by furnishing a Joint Written Direction to the Escrow Agent, at any time by the giving of thirty ten (3010) days days' prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided hereinherein below. Upon any such notice of resignation or removal, MainStreet BankSharesthe representatives of the Investor and the Company identified in Sections 14a.(iv) and 14b.(iv), Inc. below, jointly shall appoint a successor the Escrow Agent hereunder. If such designation , which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of the successor Escrow Agent is not made within thirty (30) days after the Escrow Agent sends its notice of resignation, the Escrow Agent may apply to a court of competent jurisdiction to appoint a successor Escrow Agent$10,000,000.00. Upon the acceptance in writing of any appointment as of the Escrow Agent hereunder by a successor the Escrow Agent, such successor the Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, privileges and duties of the retiring the Escrow AgentAgent , and the retiring the Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring the Escrow Agent's resignation or 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 the Escrow Agent under this Escrow Agreement. The retiring the Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow Funds to the successor the Escrow Agent, after making copies of such records as the retiring the Escrow Agent deems advisable and after deduction and payment to the retiring the Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

Resignation and Removal of the Escrow Agent. The Escrow Agent may ------------------------------------------- resign from the performance of its duties hereunder at any time by giving thirty (30) days days’ prior written notice to MainStreet BankShares, Inc.Buyer and Seller, or may be removed, with or without cause, by MainStreet BankShares, Inc. acting jointly by furnishing a Joint Written Direction to the Escrow Agent; provided, at any time by the giving of thirty (30) days prior written notice to the Escrow Agent. Such however, that such resignation or removal shall take effect upon may not be effective until the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignation or removal, MainStreet BankShares, Inc. the Buyer and Seller jointly shall appoint a successor Escrow Agent hereunder. If such designation of the successor Escrow Agent is not made within thirty (30) days after the Escrow Agent sends its notice of resignation, the Escrow Agent may apply to a court of competent jurisdiction to appoint a successor Escrow Agent. Upon the acceptance in writing of any appointment as the 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, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's ’s resignation or 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 the Escrow Agent under this Escrow Agreement.

Resignation and Removal of the Escrow Agent. The Escrow Agent Agent, and any successor Escrow Agent, may ------------------------------------------- resign from the performance of its duties hereunder at any time as the Escrow Agent hereunder by giving at least thirty (30) days prior days’ written notice to MainStreet BankSharesthe Stockholders’ Representative and the Acquiror; provided, Inc.however, that the Escrow Agent’s resignation shall not be effective unless and until a successor Escrow Agent is appointed and the Escrow Agent delivers the Escrow Funds to such successor. Upon such resignation, the resigning Escrow Agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as Escrow Agent hereunder except for liability arising in connection with its gross negligence, material breach of the Escrow Agreement or may be removed, with or without cause, by MainStreet BankShares, Inc. acting jointly by furnishing a Joint Written Direction to willful misconduct. Upon their receipt of notice of resignation from the Escrow Agent, at any time by the giving of thirty (30) days prior written notice Stockholders’ Representative and the Acquiror shall use reasonable efforts to the designate a successor Escrow Agent. Such resignation or removal shall take effect In the event the Stockholders’ Representative and the Acquiror do not agree upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignation or removal, MainStreet BankShares, Inc. shall appoint a successor Escrow Agent hereunder. If such designation of the successor Escrow Agent is not made within thirty (30) days after the Escrow Agent sends its notice receipt of resignationsuch notice, the Escrow Agent so resigning may apply to a petition any court of competent jurisdiction to appoint for the appointment of a successor Escrow Agent. Upon Agent located within the acceptance in writing territorial United States and with capital and surplus comparable to the capital and surplus of any appointment as the Escrow Agent hereunder by a or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual written agreement, the Stockholders’ Representative and the Acquiror shall have the right to terminate their appointment of the Escrow Agent, or successor Escrow Agent, such as Escrow Agent. The Escrow Agent or successor Escrow Agent shall thereupon succeed continue to act as Escrow Agent until a successor is appointed and become vested with all the rights, powers, privileges, and duties of the retiring qualified to act as Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken while it was the Escrow Agent under this Escrow Agreement.

Resignation and Removal of the Escrow Agent. The Escrow Agent Agent, and any successor Escrow Agent, may ------------------------------------------- resign from the performance of its duties hereunder at any time as the Escrow Agent hereunder by giving at least thirty (30) days prior days’ written notice to MainStreet BankSharesthe Company and the Acquiror; provided, Inc.however, that the Escrow Agent’s resignation shall not be effective unless and until a successor Escrow Agent is appointed and the Escrow Agent delivers the Escrow Funds to such successor. Upon such resignation, the resigning Escrow Agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as Escrow Agent hereunder except for liability arising in connection with its gross negligence, material breach of the Escrow Agreement or may be removed, with or without cause, by MainStreet BankShares, Inc. acting jointly by furnishing a Joint Written Direction to willful misconduct. Upon their receipt of notice of resignation from the Escrow Agent, at any time by the giving of thirty (30) days prior written notice Company and the Acquiror shall use reasonable efforts to the designate a successor Escrow Agent. Such resignation or removal shall take effect In the event the Company and the Acquiror do not agree upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignation or removal, MainStreet BankShares, Inc. shall appoint a successor Escrow Agent hereunder. If such designation of the successor Escrow Agent is not made within thirty (30) days after the Escrow Agent sends its notice receipt of resignationsuch notice, the Escrow Agent so resigning may apply to a petition any court of competent jurisdiction to appoint for the appointment of a successor Escrow Agent. Upon Agent located within the acceptance in writing territorial United States and with capital and surplus comparable to the capital and surplus of any appointment as the Escrow Agent hereunder by a or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual written agreement, the Company and the Acquiror shall have the right to terminate their appointment of the Escrow Agent, or successor Escrow Agent, such as Escrow Agent. The Escrow Agent or successor Escrow Agent shall thereupon succeed continue to act as Escrow Agent until a successor is appointed and become vested with all the rights, powers, privileges, and duties of the retiring qualified to act as Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken while it was the Escrow Agent under this Escrow Agreement.

Resignation and Removal of the Escrow Agent. The Escrow Agent may ------------------------------------------- resign from the performance of its duties hereunder at any time by giving thirty ten (3010) days days’ prior written notice to MainStreet BankShares, Inc., the Representatives or may be removed, with or without cause, by MainStreet BankSharesthe Representatives, Inc. acting jointly by furnishing a Joint Written Direction to the Escrow Agent, at any time by the giving of thirty ten (3010) days days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor the Escrow Agent as provided herein. Upon any such notice of resignation or removal, MainStreet BankShares, Inc. shall appoint a successor Escrow Agent hereunder. If such designation of the successor Escrow Agent is not made within thirty (30) days after the Escrow Agent sends its notice of resignation, the Escrow Agent may apply to a court of competent jurisdiction to appoint a successor Escrow Agentherein below. Upon the acceptance in writing of any appointment as the Escrow Agent hereunder by a successor the Escrow Agent, such successor the Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, privileges and duties of the retiring the Escrow Agent, and the retiring the Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring the Escrow Agent's ’s resignation or 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 the Escrow Agent under this Escrow Agreement. The retiring the Escrow Agent shall transmit all records pertaining to the Escrow Property and shall transfer all Escrow Property held by it to the successor the Escrow Agent, after making copies of such records as the retiring the Escrow Agent deems advisable and after deduction and payment to the retiring the Escrow Agent of all fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by the retiring the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.