Common use of RESIGNATION AND SUCCESSOR Clause in Contracts

RESIGNATION AND SUCCESSOR. The Escrow Agent may resign at any time by giving sixty (60) days written notice to Lender, Bayview and J&J Health; provided, that such resignation shall not be effective unless and until a successor Escrow Agent has been appointed and accepts such position pursuant to the terms of this Section 5.5. In such event, Lender, Bayview and J&J Health shall jointly appoint a successor Escrow Agent. If a successor Escrow Agent is not appointed within the 30-day period following such notice, the Escrow Agent may petition any court of competent jurisdiction to name a successor Escrow Agent. Such appointment shall be effective on the effective date of the aforesaid resignation (the "Escrow Transfer Date"). On the Escrow Transfer Date, all right title and interest to the Escrow Fund, including interest thereon, shall be transferred to the successor Escrow Agent and this Escrow Agreement shall be assigned by the Escrow Agent to such successor Escrow Agent, and thereafter, the resigning Escrow Agent shall be released from any further obligations hereunder. The Escrow Agent shall continue to serve until its successor is appointed, assumes this Escrow Agreement and receives the transferred Escrow Fund.

RESIGNATION AND SUCCESSOR. The Escrow Agent may resign at any time by giving sixty (60) days written notice to Lender, Bayview Parent and J&J Healththe Shareholder Representative; provided, provided that such resignation shall not be effective unless and until a successor Escrow Agent has been appointed and accepts such position pursuant to the terms of this Section 5.56.5. In such event, Lender, Bayview Parent and J&J Health the Shareholder Representative shall jointly appoint a successor Escrow Agent. If Agent or, if Parent and the Shareholder Representative are unable to agree upon a successor Escrow Agent is not appointed within the 30-day period following sixty (60) days after such notice, the Escrow Agent may shall be entitled to (i) appoint its own successor, provided that such successor is a reputable national banking association or (ii) at the equal expense of Parent and the Shareholder Representative, petition any court of competent jurisdiction to name for the appointment of a successor Escrow Agent. Such appointment appointment, whether by Parent and the Shareholder Representative, on the one hand, or the Escrow Agent, on the other hand, shall be effective on the effective date of the aforesaid resignation (the "Escrow Transfer Date"). On the Escrow Transfer Date, all right title and interest to the Escrow Fund, including interest thereon, shall be transferred to the successor Escrow Agent and this Escrow Agreement shall be assigned by the Escrow Agent to such successor Escrow Agent, and thereafter, the resigning Escrow Agent shall be released from any further obligations hereunder. The Escrow Agent shall continue to serve until its successor is appointed, assumes this accepts the Escrow Agreement and receives the transferred Escrow Fund.