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 as Escrow Agent at any time with or without cause by giving prior written notice to each of Xxxx and the Company, 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 and the Company 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 $100,000,000, shall be jointly appointed by Xxxx and the Company within the Notice Period. Any such successor Escrow Agent shall deliver to Xxxx and the Company 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.

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 Xxxx Parent and the CompanyShareholder Representative, 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")given. In addition, Xxxx Parent and the Company Shareholder Representative 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 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 Commonwealth of Massachusetts 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 $100,000,000, shall be jointly appointed by Xxxx and the Company within Shareholder Representative with the Notice Periodapproval of Parent, which approval shall not be unreasonably withheld. Any such successor Escrow Agent escrow agent shall deliver to Xxxx Parent and the Company Shareholder Representative a written instrument accepting such appointment and the terms and conditions of this Escrow Agreementappointment, 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 hereofFund.

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 Xxxx Buyer and the CompanySeller, 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")given. In addition, Xxxx Buyer and the Company Parent may jointly remove the Escrow Agent as escrow agent at any time with or without cause, by an instrument executed by Buyer and Parent (which may be executed in counterparts) delivered 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, 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 in the case of if such bank or trust company is a subsidiary member of a bank holding company, its parent shall havebank holding company has) a combined capital and surplus of not less than $100,000,00050,000,000, shall be jointly appointed by Xxxx and Parent with the Company within the Notice Periodapproval of Buyer, which approval shall not be unreasonably withheld. Any such successor Escrow Agent escrow agent shall deliver to Xxxx Buyer and the Company Parent a written instrument accepting such appointment and the terms and conditions of this Escrow Agreementappointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent escrow agent hereunder and shall be entitled to receive the Escrow Fund pursuant to the terms hereofFund.

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 Xxxx Parent and the CompanyShareholder Representative, 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")given. In addition, Xxxx Parent and the Company Shareholder Representative 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 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 Commonwealth of Massachusetts 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 $100,000,000, shall be jointly appointed by Xxxx and the Company within Shareholder Representative with the Notice Periodapproval of Parent, which approval shall not be unreasonably withheld. Any such successor Escrow Agent escrow agent shall deliver to Xxxx Parent and the Company Shareholder Representative a written instrument accepting such appointment and the terms and conditions of this Escrow Agreementappointment, 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 Fund. If no successor escrow agent is named by the Shareholder Representative, the Escrow Agent may apply to the terms hereofa court of competent jurisdiction for appointment of a successor Escrow Agent.

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 Xxxx, CYMI and the CompanyW2Com, 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 Xxxx, CYMI and the Company 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 Xxxx, CYMI and the Company W2Com within the Notice Period. Any such successor Escrow Agent shall deliver to Xxxx Xxxx, CYMI and the Company 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.