Resignation of the Escrow Agent. The Escrow Agent may resign at any time upon giving at least thirty (30) days written notice to the parties; provided, however that no such resignation shall become effective until the appointment of a successor escrow agent, which shall be accomplished as follows: Parent and the Stockholder Representatives shall use their best efforts to mutually agree on a successor escrow agent within thirty days after receiving such notice. If Parent and the Stockholder Representatives fail to agree on a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent authorized to do business in the State of Washington, which successor escrow agent shall be reasonably acceptable to Parent and the Stockholder Representatives. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as escrow agent. Upon the effective appointment of a successor escrow agent, the Escrow Agent shall be discharged from any further duties and liability under this Agreement. If a successor escrow agent is not appointed within the above time frames, then the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor escrow agent.
Appears in 2 contracts
Samples: Indemnification Escrow Agreement (Advanced Digital Information Corp), Special Liability Escrow Agreement (Advanced Digital Information Corp)
Resignation of the Escrow Agent. The Escrow Agent may resign at any time upon giving at least thirty (30) days days’ written notice to the parties; provided, however that no such resignation shall become effective until the appointment of a successor escrow agent, which shall be accomplished as follows: Parent the Buyer and the Stockholder Representatives Shareholders shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving such notice. If Parent the Buyer and the Stockholder Representatives Shareholders fail to agree on a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent authorized to do business in the State of Washington, which successor escrow agent shall be reasonably acceptable to Parent the Buyer and the Stockholder RepresentativesShareholders. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as escrow agent. Upon the effective appointment of a successor escrow agent, the Escrow Agent shall be discharged from any further duties and liability under this Agreement. If a successor escrow agent is not appointed within the above time frames, then the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor escrow agent.
Appears in 2 contracts
Samples: Escrow Agreement (HouseValues, Inc.), Escrow Agreement (HouseValues, Inc.)
Resignation of the Escrow Agent. The Escrow Agent may resign at any time upon giving at least thirty (30) days 30 days' written notice to the parties; provided, however that no such resignation shall -------- ------- become effective until the appointment of a successor escrow agent, which shall be accomplished as follows: Parent and the Stockholder Representatives Securityholder Agent shall use their best efforts to mutually agree on a successor escrow agent within thirty 30 days after receiving such notice. If Parent and the Stockholder Representatives Securityholder Agent fail to agree on a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent authorized to do business in the State of Washington, which successor escrow agent shall be reasonably acceptable to Parent and the Stockholder RepresentativesSecurityholder Agent. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, powers and duties of the predecessor escrow agent as if originally named as escrow agent. Upon the effective appointment of a successor escrow agent, the Escrow Agent shall be discharged from any further duties and liability under this Agreement. If a successor escrow agent is not appointed within the above time framesframes by either Parent, the Securityholder Agent or the Escrow Agent, then the Escrow Agent may apply shall, upon delivery of all records to a court of competent jurisdiction for appointment of a successor escrow agentParent, be discharged from any further duties and liability under this Agreement.
Appears in 1 contract
Resignation of the Escrow Agent. The Escrow Agent may resign at any time upon giving at least thirty (30) days 30 days' written notice to the partiesPurchaser and the Shareholder Representative; providedPROVIDED, however HOWEVER, that no such resignation shall become effective until the appointment of a successor escrow agent, which shall be accomplished as follows: Parent the Purchaser and the Stockholder Representatives Shareholder Representative shall use their best efforts to mutually agree on a successor escrow agent within thirty 30 days after receiving such notice. If Parent the Purchaser and the Stockholder Representatives Shareholder Representative fail to agree on a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent authorized to do business in the State of Washingtonagent, which successor escrow agent shall be reasonably acceptable to Parent the Purchaser and the Stockholder RepresentativesShareholder Representative. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, powers and duties of the predecessor escrow agent as if originally named as escrow agent. Upon the effective appointment of a successor escrow agent, the Escrow Agent shall be discharged from any further duties and liability under this Agreement. If a successor escrow agent is not appointed within the above time frames, then the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor escrow agent.
Appears in 1 contract
Samples: Escrow Agreement (Corillian Corp)
Resignation of the Escrow Agent. The Escrow Agent may resign at any time upon giving at least thirty (30) days days' written notice to the parties; provided, however that no such resignation shall become effective until the appointment of a successor escrow agent, which shall be accomplished as follows: Parent AVT and the Stockholder Representatives Shareholder Representative shall use their best efforts to mutually agree on a successor escrow agent within thirty days after receiving such notice. If Parent AVT and the Stockholder Representatives Shareholder Representative fail to agree on a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent authorized to do business in the State of Washington, which successor escrow agent shall be reasonably acceptable to Parent AVT and the Stockholder RepresentativesShareholder Representative. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as escrow agent. Upon the effective appointment of a successor escrow agent, the Escrow Agent shall be discharged from any further duties and liability under this Agreement. If a successor escrow agent is not appointed within the above time frames, then the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor escrow agent.
Appears in 1 contract
Samples: Escrow Agreement (Avt Corp)