Common use of Resignation of the Escrow Agent Clause in Contracts

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least thirty (30) days written notice to the parties. Upon the effective date of such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agent, Purchaser and Seller shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If the parties do not agree upon a successor Escrow Agent within thirty (30) days after the receipt by the parties of the Escrow Agent’s resignation notice, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Purchaser and Seller shall have the right at any time upon not less that seven (7) Business Days written notice to terminate their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Upon such termination, and notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any successor Escrow Agent shall continue to act as Escrow Agent until a successor is appointed by Purchaser and Seller and qualified to act as Escrow Agent.

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least thirty fifteen (3015) days Business Days written notice to the parties. Upon the effective date of such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agent, Purchaser Acquiror and Seller the Holder Representative shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If the parties do not agree upon a successor Escrow Agent within thirty fifteen (3015) days Business Days after the receipt by the parties of the Escrow Agent’s 's resignation notice, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Purchaser and Seller the parties shall have the right at any time upon not less that seven (7) Business Days written notice to terminate their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Upon such termination, and notwithstanding Notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any successor Escrow Agent shall continue to act as Escrow Agent until a successor is appointed by Purchaser and Seller and qualified to act as Escrow Agent.

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least thirty twenty (3020) business days written notice to the parties. Upon the effective date of such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agent, Purchaser and Seller shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If the parties do not agree upon a successor Escrow Agent within thirty twenty (3020) business days after the receipt by the parties of the Escrow Agent’s resignation notice, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Purchaser and Seller the parties shall have the right at any time upon not less that than seven (7) Business Days business days written notice to terminate their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Upon such termination, and notwithstanding Notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any successor Escrow Agent shall continue to act as Escrow Agent until a successor is appointed by Purchaser and Seller and qualified to act as Escrow Agent.

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least thirty (30) days advance written notice to the parties. Upon the effective date of such resignation and ant the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agentescrow Agent , Purchaser Buyer and Seller shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If the parties do not agree upon a successor Escrow Agent within thirty (30) days after the receipt by the parties of the Escrow Agent’s Agents resignation notice, the Escrow escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Purchaser and Seller the parties shall have the right to at any time upon not less that than seven (7) Business Days business days advance written notice to terminate their appointment of the Escrow Agent, or any the successor Escrow Agent, as Escrow Agent hereunder. Upon such termination, and notwithstanding Notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any the successor Escrow Agent shall continue to act as Escrow Agent until a successor is appointed by Purchaser and Seller and qualified to act as Escrow Agent. Upon delivery of the Escrow Deposit to such replacement escrow agent, the Escrow Agent shall be discharged from any and all further duties, obligations, and liabilities under this Agreement, except to the extent, but only to the extent, of any direct, as opposed to. Consequential damages suffered which are caused by Escrow Agent's prior willful misconduct, bad aith pr gross negligence.

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least thirty twenty (3020) days Business Days' prior written notice to the parties. Upon the effective date of such resignation Sellers and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunderAdvancePCS. Upon their receipt of notice of resignation from the Escrow Agent, Purchaser AdvancePCS and Seller Sellers shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If In the parties event AdvancePCS and Sellers do not agree upon a successor Escrow Agent within thirty twenty (3020) days Business Days after receiving the receipt by the parties notice of the Escrow Agent’s resignation notice-55- 60 resignation, the resigning Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Purchaser AdvancePCS and Seller Sellers shall have the right at any time upon not less that seven at least five (75) Business Days Days' written notice to terminate their appointment of the Escrow Agent, or any successor Escrow Agent. The Escrow Agent, or successor Escrow Agent, as Escrow Agent hereunder. Upon such termination, and notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any successor Escrow Agent shall continue to act as Escrow Agent until a successor is appointed by Purchaser and Seller qualified. Upon qualification of the successor Escrow Agent, the resigning Escrow Agent shall deliver the Escrowed Shares to the successor Escrow Agent, the successor Escrow Agent shall succeed to all rights and qualified to act obligations of the resigning Escrow Agent as if originally named herein and the resigning Escrow Agent shall be absolved, from the date of delivery of the Escrowed Shares forward, from any and all liability in connection with the exercise of its powers and duties as Escrow AgentAgent hereunder.

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least thirty fifteen (3015) business days written notice to the parties. Upon the effective date of such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agent, Purchaser the Purchasers and Seller the Company shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If the parties do not agree upon a successor Escrow Agent within thirty fifteen (3015) business days after the receipt by the parties of the Escrow Agent’s resignation notice, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief (including, without limitation, an interpleader action) and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Purchaser the Purchasers and Seller the Company, acting together, shall have the right at any time upon not less that seven than ten (710) Business Days business days written notice to terminate their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Upon such termination, and notwithstanding Notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any successor Escrow Agent shall continue to act as the Escrow Agent until a successor is appointed by Purchaser and Seller and qualified to act as the Escrow Agent. The resigning Escrow Agent shall transmit all records pertaining to the Escrow Account and shall pay the Escrow Amount to the successor Escrow Agent, after making copies of such records as the resigning Escrow Agent deems advisable and after deduction and payment to the resigning Escrow Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, actually incurred by, or reasonably expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any resigning Escrow Agent’s resignation or removal, the provisions of this Agreement shall inure to its benefit and survive with respect to any actions taken or omitted to be taken by such resigning Escrow Agent while it was the Escrow Agent under this Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all of the escrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least thirty fifteen (3015) days Business Days written notice to the parties. Upon the effective date of such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agent, Purchaser the Acquiror and Seller the Holder Representative shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If the parties do not agree upon a successor Escrow Agent within thirty fifteen (3015) days Business Days after the receipt by the parties of the Escrow Agent’s resignation notice, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, Purchaser and Seller the parties shall have the right at any time upon not less that than seven (7) Business Days written notice to terminate their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Upon such termination, and notwithstanding Notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any successor Escrow Agent shall continue to act as the Escrow Agent until a successor is appointed by Purchaser and Seller and qualified to act as the Escrow Agent.