Common use of Resignation of Escrow Agent; Appointment of Successor Clause in Contracts

Resignation of Escrow Agent; Appointment of Successor. The Escrow Agent may at any time resign by giving ninety days’ prior written notice of resignation to the Buyer and NewCo. The Buyer and NewCo may at any time jointly remove the Escrow Agent by giving ninety days’ prior written notice signed by the Buyer and NewCo to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor escrow agent, which shall be a bank or trust company having offices in New York, New York and assets in excess of $2 billion, shall be appointed jointly by the Buyer and NewCo and notified to the Escrow Agent by written instrument executed by the Buyer and NewCo and delivered to the Escrow Agent and to such successor escrow agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor escrow agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder of such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of the Buyer and NewCo, on the one hand, or the successor escrow agent, on the other hand, execute and deliver to such successor escrow agent all the right, title and interest hereunder in and to the Escrow Fund of such predecessor Escrow Agent and all other rights hereunder of such predecessor Escrow Agent. If no successor escrow agent shall have been appointed within ninety days of a notice of resignation by the Escrow Agent, the Escrow Agent’s sole responsibility shall thereafter be to hold the Escrow Fund until the earlier of its receipt of designation of a successor escrow agent, a joint written instruction by the Buyer and NewCo and the termination of this Escrow Agreement in accordance with its terms.

Resignation of Escrow Agent; Appointment of Successor. The Escrow Agent may at any time resign by giving ninety 60 days’ prior written notice of resignation to the Buyer and NewCoto Sellers’ Representative. The Buyer and NewCo Sellers’ Representative may at any time time, with or without cause, jointly remove the Escrow Agent by giving ninety 15 days’ prior written notice signed by the Buyer and NewCo Sellers’ Representative to the Escrow Agent. If the Escrow Agent shall will resign or be removed, a successor escrow agent, which shall will be a bank or trust company having offices in New York, New York and assets in excess of $2 billion, shall will be appointed jointly by the Buyer and NewCo Sellers’ Representative. Buyer and notified to Sellers’ Representative shall notify the Escrow Agent by written instrument executed by the Buyer and NewCo Sellers’ Representative and delivered to the Escrow Agent and to such successor escrow agent of the appointment of such successor escrow agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall will become effective and such successor escrow agent, without any further act, deed or conveyance, shall will become vested with all right, title and interest to all cash and property held hereunder of such predecessor Escrow Agent, and such . The predecessor Escrow Agent shall, on the written request of the Buyer and NewCo, on the one hand, or the successor escrow agent, on the other hand, execute and deliver will be discharged from its obligations under this Escrow Agreement but will not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successor escrow agent succession. The predecessor Escrow Agent will transmit all the right, title and interest hereunder in and records pertaining to the Escrow Fund held by it and will pay all of such predecessor the Escrow Agent and all other rights hereunder of such predecessor Fund held by it to the successor Escrow Agent. If no successor escrow agent shall will have been appointed within ninety 60 days of a notice of resignation by the Escrow Agent, the Escrow Agent’s sole responsibility shall will thereafter be to hold the Escrow Fund until the earlier of (i) its receipt of designation of a successor escrow agent, agent or a joint written instruction by the Buyer and NewCo and Sellers’ Representative regarding the disposition of the Escrow Fund, (ii) its receipt of a final non-appealable order of a court of competent jurisdiction, (iii) its application to a court of competent jurisdiction for the appointment of a successor Escrow Agent, or (iv) the termination of this Escrow Agreement in accordance with its terms.

Resignation of Escrow Agent; Appointment of Successor. The Escrow Agent may at any time resign by giving ninety 90 days’ prior written notice of resignation to the Buyer and NewCoto Stockholders’ Representative. The Buyer and NewCo Stockholders’ Representative may at any time time, with or without cause, jointly remove the Escrow Agent by giving ninety ten days’ prior written notice signed by the Buyer and NewCo Stockholders’ Representative to the Escrow Agent. If the Escrow Agent shall resign resigns or be is removed, a successor escrow agent, which shall will be a bank or trust company having offices in New York, New York and with assets in excess of $2 1 billion, shall will be appointed jointly by the Buyer and NewCo and notified to Stockholders’ Representative, who will notify the Escrow Agent by written instrument executed by the Buyer and NewCo Stockholders’ Representative and delivered to the Escrow Agent and to such successor escrow agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall will become effective and such successor escrow agent, without any further act, deed or conveyance, shall will become vested with all right, title and interest to all cash and property held hereunder of such predecessor Escrow Agent, and such . The predecessor Escrow Agent shall, on the written request of the Buyer and NewCo, on the one hand, or the successor escrow agent, on the other hand, execute and deliver will be discharged from its obligations under this Agreement but will not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such successor escrow agent succession. The predecessor Escrow Agent will transmit all the right, title and interest hereunder in and records pertaining to the Escrow Fund Amount held by it and will pay all of such predecessor the Escrow Agent and all other rights hereunder of such predecessor Amount held by it to the successor Escrow Agent. If no successor escrow agent shall will have been appointed within ninety [90] days of a notice of resignation by the Escrow Agent, the Escrow Agent’s sole responsibility shall will thereafter be to hold the Escrow Fund until the earlier of its receipt of designation of a successor escrow agent, a joint written instruction by the Buyer and NewCo Stockholders’ Representative and the termination of this Escrow Agreement in accordance with its terms.

Resignation of Escrow Agent; Appointment of Successor. The Escrow Agent may at any time resign by giving ninety days’ ' prior written notice of resignation to the Buyer Purchaser and NewCothe Vendor. The Buyer Purchaser and NewCo the Vendor may at any time jointly remove the Escrow Agent by giving ninety days’ ' prior written notice signed by the Buyer Purchaser and NewCo the Vendor to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor escrow agent, which shall be a bank or trust company having offices in New York, New York London and assets in excess of $2 L1 billion, shall be appointed jointly by the Buyer Purchaser and NewCo the Vendor and notified to the Escrow Agent by written instrument executed by the Buyer Purchaser and NewCo the Vendor and delivered to the Escrow Agent and to such successor escrow agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor escrow agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder of such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of the Buyer Purchaser and NewCothe Vendor's Representative, on the one hand, or the successor escrow agent, on the other hand, execute and deliver to such successor escrow agent all the right, title and interest hereunder in and to the Escrow Fund of such predecessor Escrow Agent and all other rights hereunder of such predecessor Escrow Agent. If no successor escrow agent shall have been appointed within ninety days of a notice of resignation by the Escrow Agent, the Escrow Agent’s 's sole responsibility shall thereafter be to hold the Escrow Fund until the earlier of its receipt of designation of a successor escrow agent, a joint written instruction by the Buyer Purchaser and NewCo the Vendor and the termination of this Escrow Agreement in accordance with its terms.

Resignation of Escrow Agent; Appointment of Successor. The Escrow Agent may at any time resign by giving ninety 90 days’ prior written notice of resignation to the Buyer Purchaser and NewCoto Seller. The Buyer Purchaser and NewCo Seller may at any time time, with or without cause, jointly remove the Escrow Agent by giving ninety ten days’ prior written notice signed by the Buyer Purchaser and NewCo Seller to the Escrow Agent. If the Escrow Agent shall resign resigns or be is removed, a successor escrow agent, which shall will be a bank or trust company having offices in New York, New York and with assets in excess of $2 1 billion, shall will be appointed jointly by the Buyer Purchaser and NewCo and notified to Seller, who will notify the Escrow Agent by written instrument executed by the Buyer Purchaser and NewCo Seller and delivered to the Escrow Agent and to such successor escrow agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall escrow agent will become effective and such successor escrow agent, without any further act, deed or conveyance, shall will become vested with all right, title and interest to all cash and property held hereunder of such predecessor Escrow Agent, and such escrow agent. The predecessor Escrow Agent shall, on the written request of the Buyer and NewCo, on the one hand, will be discharged from its obligations under this Escrow Agreement but will not be discharged from any liability for actions taken or the successor escrow agent, on the other hand, execute and deliver omitted to be taken as Escrow Agent hereunder prior to such successor escrow agent succession. The predecessor Escrow Agent will transmit all the right, title and interest hereunder in and records pertaining to the Escrow Fund Amount held by it and will pay all of such predecessor the Escrow Agent and all other rights hereunder of such predecessor Amount held by it to the successor Escrow Agent. If no successor escrow agent shall will have been appointed within ninety 90 days of a notice of resignation by the Escrow Agent, the Escrow Agent’s sole responsibility shall will thereafter be to hold the Escrow Fund until the earlier of its receipt of designation of a successor escrow agent, a joint written instruction by the Buyer Purchaser and NewCo Seller and the termination of this Escrow Agreement in accordance with its terms.