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

Resignation of Escrow Agent; Appointment of Successor. The Escrow Agent may resign at any time by giving at least 30 days’ prior written notice of resignation to the Parties, such resignation to be effective on the date specified in such notice, whereupon the Escrow Agent will be discharged of and from any and all further obligations arising in connection with this Agreement. Upon receipt of such notice, the Parties shall appoint a bank or trust company or title insurance company as successor escrow agent by a written instrument executed by the Parties delivered to the resigning Escrow Agent. In the absence of a joint designation by the Parties, the Escrow Agent will use reasonable efforts to appoint a successor Escrow Agent, which shall be a bank, trust company or other financial institution with combined capital and surplus of at least $50,000,000.00, unless otherwise agreed by the Parties. The successor Escrow Agent shall succeed to all of the rights and obligations of the resigning Escrow Agent as of the effective date of the resignation as if originally named in this Agreement. Upon assignment of this Agreement, the resigning Escrow Agent shall duly transfer and deliver to the successor Escrow Agent the Escrow Fund (as defined in Section 2.1 of this Agreement) at the time held by the resigning Escrow Agent; provided, that if no successor Escrow Agent has been appointed on the effective date of resignation of the resigning Escrow Agent pursuant to this Agreement, the resigning Escrow Agent may deliver the Escrow Fund into a court of competent jurisdiction. Upon completion of the alternative requirements of the immediately preceding sentence, Escrow Agent shall be discharged and released from all further duties, obligations, liabilities and responsibilities imposed upon Escrow Agent pursuant to the terms and provisions of this Agreement.

Resignation of Escrow Agent; Appointment of Successor. The Escrow Agent acting at any time hereunder may resign at any time by giving at least 30 days’ ' prior written notice of resignation to the PartiesAccentia and Biovest, such resignation to be effective on the date specified in such notice, whereupon the Escrow Agent will be discharged of and from any and all further obligations arising in connection with this Agreement. Upon receipt of such notice, the Parties Accentia and Biovest shall use best efforts to appoint a successor Escrow Agent and, unless they otherwise agree, appoint a bank or trust company or title insurance company as successor escrow agent by with a written instrument executed by the Parties delivered to the resigning Escrow Agent. In the absence of a joint designation by the Parties, the Escrow Agent will use reasonable efforts to appoint a successor Escrow Agent, which shall be a bank, trust company or other financial institution with combined capital and surplus of at least $50,000,000.00$ 100 million as successor to the Escrow Agent, unless otherwise agreed by the Parties. The a written instrument delivered to such successor Escrow Agent, Accentia and Biovest, whereupon such successor Escrow Agent shall succeed to all of the rights and obligations of the resigning Escrow Agent as of the effective date of the resignation as if originally named in this Agreementherein. Upon such assignment of this Agreement, the resigning Escrow Agent shall duly transfer and deliver the Escrowed Stock Certificates, appropriate stock powers executed by Accentia in blank with respect to the successor Escrow Agent Escrowed Stock Certificates (the Escrow Fund "Stock Powers"), the Resignations and the $15M Promissory Note (as defined in Section 2.1 of this Agreement) collectively, the "Escrowed Items"), at the time held by the resigning Escrow Agent; provided, that to such successor Escrow Agent, provided that, if no successor Escrow Agent has shall have been appointed on the effective date of resignation of the resigning Escrow Agent pursuant to this Agreementhereunder, the resigning Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, or other appropriate relief. Any such resulting appointment shall be binding upon all of the parties to this Agreement. If no successor Escrow Agent shall have been designated by the effective date of resignation of the resigning Escrow Agent hereunder, the resigning Escrow Agent's obligations shall, nevertheless, cease and terminate, provided that, the resigning Escrow Agent's sole responsibility thereafter shall be to keep safely the Escrowed Items then held by it and to deliver the same to a successor Escrow Fund into Agent designated by Accentia and Biovest, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction. Upon completion of the alternative requirements of the immediately preceding sentence, Escrow Agent shall be discharged and released from all further duties, obligations, liabilities and responsibilities imposed upon Escrow Agent pursuant to the terms and provisions of this Agreement.

Resignation of Escrow Agent; Appointment of Successor. The Escrow Agent may resign at any time by giving at least 30 sixty (60) days’ ' prior written notice of resignation to the PartiesMTH and Limited, such resignation to be effective on the date specified in such notice, whereupon the Escrow Agent will be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. Upon receipt of such notice, the Parties MTH and Limited shall appoint a bank or trust company or title insurance company as successor escrow agent Escrow Agent by a written instrument executed by the Parties MTH and Limited delivered to the resigning Escrow Agent. In the absence of a joint designation by the Parties, the Escrow Agent will use reasonable efforts to appoint a successor Escrow Agent, which shall be a bank, trust company or other financial institution with combined capital and surplus of at least $50,000,000.00, unless otherwise agreed by the Parties. The successor Escrow Agent shall execute and deliver to the parties to this Escrow Agreement an instrument accepting such appointment and shall succeed to all of the rights and obligations of the resigning Escrow Agent as of the effective date of the resignation as if originally named in this Escrow Agreement. Upon assignment of this Escrow Agreement, the resigning Escrow Agent shall duly transfer and deliver to the successor Escrow Agent the Escrow Fund (as defined in Section 2.1 of this Agreement) Account at the time held by the resigning Escrow Agent; provided, that if no that, in the event MTH and Limited do not select a successor Escrow Agent has been appointed on the effective date of resignation of the resigning Escrow Agent pursuant to this Agreementwithin such sixty (60) day period, the resigning Escrow Agent may deliver resign, in which case it shall deposit all property and monies held hereunder into the Escrow Fund into a registry of any court of competent jurisdiction. Upon completion , with notice to the other parties hereto and shall thereafter be absolved from any and all liability in connection with the exercise of the alternative requirements of the immediately preceding sentence, its powers and duties as Escrow Agent shall be discharged and released from all further dutieshereunder, obligationsexcept for liability arising in connection with its gross negligence, liabilities and responsibilities imposed upon Escrow Agent pursuant to the terms and provisions of this Agreementwillful misconduct or bad faith.