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

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. (a) The Escrow Agent may resign as escrow agent hereunder Escrow Agent at any time, time with or without cause, with respect to the Escrow Fund by giving at least thirty (30) calendar days’ prior written notice to each of Parent the Stockholders’ Representative and the SellerCompany, such resignation to be effective thirty (30) calendar days following the date such notice is received by Parent and the Sellergiven. In addition, Parent the Stockholders’ Representative and the Seller Company may jointly remove the Escrow Agent as escrow agent hereunder at any time, time with or without cause, by an delivering an instrument executed by Parent Stockholders’ Representative and the Seller Company (which may be executed in counterparts) given 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 America, the State of Colorado California or 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 $50,000,000100,000,000, shall be jointly appointed by Parent and the Seller Stockholders’ Representative on the terms and conditions of this AgreementAgreement with the written approval of the Company, which approval shall not be unreasonably withheld or delayed. Any such successor escrow agent shall deliver to Parent Stockholders’ Representative and the Seller Company, a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall be entitled to receive possession of the Escrow Fund. Upon receipt of the identity of the successor Escrow Agentescrow agent, the Escrow Agent shall deliver the Escrow Fund then held hereunder to the successor Escrow Agentescrow agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may ------------------------------------------- resign as escrow agent hereunder Escrow Agent at any time, time with or without cause, cause by giving at least thirty (30) days’ ' prior written notice to each of Parent and the SellerShareholder Representative, such resignation to be effective thirty (30) days following the date such notice is received by Parent and the Sellergiven. In addition, Parent and the Seller Shareholder Representative may jointly remove the Escrow Agent as escrow agent hereunder at any time, time with or without cause, by an delivering an instrument executed by Parent and the Seller (which may be executed in counterparts) given 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 Commonwealth of Colorado Massachusetts 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 $50,000,000100,000,000, shall be jointly appointed by Parent and the Seller on Shareholder Representative with the terms and conditions approval of this AgreementParent, which approval shall not be unreasonably withheld. Any such successor escrow agent shall deliver to Parent and the Seller Shareholder Representative 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 If no successor escrow agent is named by the identity of the successor Escrow AgentShareholder Representative, the Escrow Agent shall deliver the Escrow Fund then held hereunder may apply to the a court of competent jurisdiction for appointment of a successor Escrow Agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as escrow agent hereunder of the Escrow Funds at any time, with or without cause, by giving at least thirty (30) days’ prior written notice to each of Parent the Company and the SellerStockholder, such resignation to be effective thirty (30) days following the date such notice is received by Parent and the Sellergiven. 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 removalresignation, 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 California having. In the event that a successor escrow agent has not been appointed within thirty (or if such bank or trust company is a member 30) days after notice of a bank companythe Escrow Agent’s resignation, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, the Escrow Agent shall be jointly appointed by Parent and the Seller on the terms and conditions entitled to petition a court of this Agreementcompetent jurisdiction to have a successor escrow agent appointed. Any such successor escrow agent shall deliver to Parent the Company and the Seller Stockholder 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 FundFunds. Upon receipt of the identity of the successor Escrow Agentescrow agent, the Escrow Agent shall deliver the Escrow Fund Funds then held hereunder to the successor Escrow Agentescrow agent.

Resignation and Removal of the Escrow Agent. (a) The Escrow Agent may resign as escrow agent hereunder at any time, time with or without cause, cause by giving at least thirty (30) 30 days’ prior written notice to each of Parent Purchaser and the Seller, such resignation to be effective thirty (30) 30 days following the date such notice is received by Parent and the Sellergiven. In addition, Parent Purchaser and the Seller may jointly remove the Escrow Agent as escrow agent hereunder at any time, time with or without cause, by an delivering an instrument executed by Parent Purchaser and the Seller (which may be executed in counterparts) given to the Escrow Agent, which instrument shall will designate the effective date of such removal. (b) , which date will not be less than 30 days from the date of such instrument. In the event of any such resignation or removal, a successor escrow agent, agent which shall will 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 havehas) a combined capital and surplus of not less than $50,000,000100,000,000, shall will be jointly appointed by Parent and Purchaser with the Seller on approval of Seller, which approval will not be unreasonably withheld, conditioned or delayed. If Purchaser fails to appoint a successor escrow agent within 15 days after receiving the terms and conditions Escrow Agent’s written notice, the Escrow Agent shall have the right to apply to a court of this Agreementcompetent jurisdiction for the appointment of a successor escrow agent. Any such successor escrow agent shall will deliver to Parent Purchaser and the Seller a written instrument accepting such appointment, and thereupon it shall will succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall will 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 AgentFunds.