Common use of Resignation or Removal of the Escrow Agent Clause in Contracts

Resignation or Removal of the Escrow Agent. The Escrow Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) Business Days’ prior written notice to Buyer and Seller. In addition, Buyer and Seller may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument jointly executed by Buyer and Seller, along with payment of all fees and expenses to which it is entitled through the date of removal, and given to the Escrow Agent, which instrument shall designate the effective date of such removal. Upon any such notice of resignation or removal, Buyer and Seller, acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $500,000,000, unless otherwise agreed by Buyer and Seller. If Buyer and Seller do not agree upon a successor escrow agent within thirty (30) Business Days after their receipt 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 for other appropriate relief, and any such resulting appointment shall be binding upon all of the Parties hereto. Any successor escrow agent shall deliver to Buyer and Seller a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Funds. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Funds then held hereunder to the successor escrow agent. In the event of the resignation or removal of the Escrow Agent, the resigning or removed escrow agent shall be absolved from any further duties as the Escrow Agent hereunder; provided, however, that the Escrow Agent or any successor escrow agent shall continue to act as the Escrow Agent until a successor is appointed and qualified to act as the Escrow Agent.

Resignation or Removal of the Escrow Agent. The Escrow Agent may resign from as such following the performance giving of its duties hereunder at any time by giving thirty (30) Business Daysdays’ prior written notice to Buyer and Sellerthe Developer. In additionSimilarly, Buyer and Seller may jointly remove the Escrow Agent as escrow agent at any timemay be removed and replaced following the giving of thirty (30) days prior written notice to the Escrow Agent by the Developer. In either event, with or without cause, by an instrument jointly executed by Buyer and Seller, along with payment the duties of all fees and expenses to which it is entitled through the Escrow Agent shall terminate thirty (30) days after the date of removal, such notice (or as of such earlier date as may be mutually agreeable); and given the Escrow Agent shall then deliver the balance of the escrow deposit then in its possession to a successor Escrow Agent as shall be appointed by the Developer as evidenced by a written notice filed with the Escrow Agent, which instrument . If the Developer shall designate have failed to appoint a successor prior to the effective expiration of thirty (30) days following the date of such removal. Upon any such the notice of resignation or removal, Buyer and Seller, the then acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $500,000,000, unless otherwise agreed by Buyer and Seller. If Buyer and Seller do not agree upon a successor escrow agent within thirty (30) Business Days after their receipt 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 Escrow Agent or for other appropriate relief, ; and any such resulting appointment shall be binding upon all of the Parties parties hereto. Any Upon acknowledgment by any successor escrow agent shall deliver to Buyer and Seller a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties Escrow Agent of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Funds. Upon receipt of the identity then remaining balance of the successor escrow agentdeposit, the then acting Escrow Agent shall deliver the Escrow Funds then held hereunder to the successor escrow agent. In the event be fully released and relieved of the resignation or removal of the Escrow Agentall duties, the resigning or removed escrow agent shall be absolved from any further duties as the Escrow Agent hereunder; providedresponsibilities, however, that the Escrow Agent or any successor escrow agent shall continue to act as the Escrow Agent until a successor is appointed and qualified to act as the Escrow Agentobligations under this Agreement.

Resignation or Removal of the Escrow Agent. The Escrow Agent may resign from the performance of its duties hereunder under this Agreement at any time by giving thirty (30) Business Daysdays’ prior written notice to Buyer the Purchaser and Seller. In addition, Buyer and the Seller or may jointly remove the Escrow Agent as escrow agent at any timebe removed, with or without cause, by an instrument jointly executed by Buyer the Purchaser and the Seller, along with payment acting jointly, at any time by the giving of all fees and expenses to which it is entitled through the date of removal, and given ten (10) days’ prior written notice to the Escrow Agent, which instrument . Such resignation or removal shall designate take effect upon the effective date appointment of such removala successor escrow agent as provided herein. Upon any such notice of resignation or removal, Buyer prior to the expiration of the applicable notice period, the Purchaser and the Seller, acting jointly, shall appoint a successor escrow agent hereunderagent, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $500,000,000100,000,000, unless otherwise agreed by Buyer the Purchaser and the Seller. If Buyer The Purchaser and the Seller do not agree upon a successor escrow agent within thirty (30) Business Days after their receipt of the Escrow Agent’s resignation notice, shall notify the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate reliefin writing, and any such resulting appointment shall be binding upon all of the Parties hereto. Any successor escrow agent shall deliver to Buyer and Seller a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Funds. Upon receipt of the identity of the successor escrow agentsuch notice, the Escrow Agent shall deliver the all Escrow Funds then held hereunder in its custody to the such successor escrow agent. In the event , and all responsibility of the Escrow Agent under this Agreement shall terminate upon such delivery, other than any liability for actions taken as Escrow Agent under this Agreement prior to such succession. If the Purchaser and the Seller fail to appoint a successor escrow agent within sixty (60) days after resignation or removal of the Escrow Agent, the resigning or removed escrow agent Escrow Agent shall be absolved from any further duties deliver all Escrow Funds in its custody as the Purchaser and the Seller shall jointly instruct in writing. Notwithstanding anything to the contrary provided in this Agreement, in the event the Escrow Agent hereunder; providedresigns as escrow agent under this Agreement and, howeverwithin sixty (60) days, that no successor escrow agent has been designated and accepted appointment as successor escrow agent, the Escrow Agent or shall have the right to deposit the Escrow Funds into the registry of any successor escrow agent shall continue to act as court of competent jurisdiction and notify the Purchaser and the Seller of such deposit. Upon such deposit, the Escrow Agent until a successor is appointed shall be discharged from all further duties and qualified to act responsibilities as the Escrow Agentescrow agent under this Agreement.

Resignation or Removal of the Escrow Agent. The Escrow Agent may resign from the performance of its duties hereunder at any time resign by giving thirty (30) Business Days’ prior written notice to Buyer and Seller. In addition, Buyer and Seller may jointly remove the Escrow Agent as escrow agent at any time, with or without cause, by an instrument jointly executed by Buyer and Seller, along with payment of all fees and expenses to which it is entitled through the date of removal, and given such resignation to the Escrow AgentParties, in which instrument event the Parties shall designate the effective date of such removal. Upon any such notice of resignation or removal, Buyer and Seller, acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $500,000,000, unless otherwise agreed by Buyer and Seller. If Buyer and Seller do not agree upon a successor escrow agent within thirty (30) Business Days after their days following the receipt of such notice. The Parties shall have the Escrow Agent’s resignation notice, right at any time by mutual written agreement to remove the Escrow Agent may petition any court of competent jurisdiction for the appointment of and appoint a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the Parties heretosuccessor. Any successor escrow agent shall deliver to Buyer and Seller a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of If the Escrow Agent hereunder and shall resign or be entitled to receive possession of the Escrow Funds. Upon receipt of the identity of the removed, a successor escrow agent, which shall be a bank or trust company having assets in excess of $2 billion, shall be appointed by the Parties by written instrument executed by each of the parties and delivered to the Escrow Agent shall deliver the Escrow Funds then held hereunder and to the such successor escrow agent. In the event of 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 the Funds of such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of the Parties or the successor escrow agent, execute and deliver to such successor escrow agent all the right, title and interest hereunder in and to the Funds 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 30 Business Days of a notice of resignation by the Escrow Agent, the resigning or removed escrow agent Escrow Agent shall be absolved from entitled to deposit into the registry or custody of any further duties court of competent jurisdiction any part or all of the Funds. Upon its resignation and delivery of the Funds as set forth above, the Escrow Agent hereunder; provided, however, that shall be discharged from any and all further obligations arising thereafter in connection with the escrow contemplated by this Agreement. The Escrow Agent shall be entitled to its compensation earned prior to any removal or any successor escrow agent shall continue to act as the Escrow Agent until a successor is appointed and qualified to act as the Escrow Agentresignation.

Resignation or Removal of the Escrow Agent. The Escrow Agent may resign from the performance of its duties hereunder at any time by after giving thirty (30) Business Days30 days’ prior written notice to Buyer and Sellerthe other parties to this Escrow Agreement. In additionSimilarly, Buyer and Seller may jointly remove the Escrow Agent may be removed or replaced after the giving of 30 days’ written notice to the Escrow Agent by all the other parties to this Escrow Agreement. In either event, the duties of the Escrow Agent shall terminate 30 days after the date the notice is mailed (or on a mutually agreed-on earlier date), and the Escrow Agent shall deliver the Collateral then in its possession to such successor Escrow Agent as escrow agent at any time, shall have been appointed by the other parties to this Escrow Agreement (as evidenced by a written notice signed by all the parties to this Escrow Agreement and filed with the Escrow Agent). If the other parties are unable to agree on a successor or without cause, by an instrument jointly executed by Buyer and Seller, along with payment fail to appoint a successor before the expiration of all fees and expenses to which it is entitled through 30 days following the date of removal, and given to the Escrow Agent, which instrument shall designate the effective date of such removal. Upon any such notice of resignation or removal, Buyer and Seller, the then-acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $500,000,000, unless otherwise agreed by Buyer and Seller. If Buyer and Seller do not agree upon a successor escrow agent within thirty (30) Business Days after their receipt 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 Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the Parties hereto. Any successor escrow agent shall deliver to Buyer and Seller a written instrument accepting such appointment, and thereupon it shall succeed to on all the rights and duties of the parties. Upon acknowledgment by any successor Escrow Agent hereunder and shall be entitled to receive possession of the Escrow Funds. Upon receipt of the identity Collateral, the then-acting Escrow Agent shall be fully released from all duties, responsibilities, and obligations under this Escrow Agreement. If no successor Escrow Agent is appointed or, if appointed, does not accept or acknowledge receipt of the successor escrow agentCollateral, then the Escrow Agent shall hold the Collateral until such controversy is resolved to its satisfaction or deliver the Escrow Funds then held hereunder Collateral to the successor escrow agent. In the event a court of the resignation competent jurisdiction pursuant to such court’s interpleader or removal of the Escrow Agent, the resigning or removed escrow agent shall be absolved from any further duties as the Escrow Agent hereunder; provided, however, that the Escrow Agent or any successor escrow agent shall continue to act as the Escrow Agent until a successor is appointed and qualified to act as the Escrow Agentrelated rules.

Resignation or Removal of the Escrow Agent. The Escrow Agent may resign from following the performance giving of its duties hereunder at any time by giving thirty (30) Business Days30 days’ prior written notice to Buyer and Sellerthe other parties to this Escrow Agreement. In additionSimilarly, Buyer and Seller may jointly remove the Escrow Agent may be removed or replaced following the giving of 30 days’ written notice to the Escrow Agent by all the other parties to this Escrow Agreement. In either event, the duties of the Escrow Agent shall terminate 30 days after the date the notice is mailed (or on a mutually agreed-on earlier date), and the Escrow Agent shall deliver the Collateral then in its possession to such successor Escrow Agent as escrow agent at any time, shall have been appointed by the other parties to this Escrow Agreement (as evidenced by a written notice signed by all the parties to this Escrow Agreement and filed with the Escrow Agent). If the other parties are unable to agree on a successor or without cause, by an instrument jointly executed by Buyer and Seller, along with payment fail to appoint a successor before the expiration of all fees and expenses to which it is entitled through 30 days following the date of removal, and given to the Escrow Agent, which instrument shall designate the effective date of such removal. Upon any such notice of resignation or removal, Buyer and Seller, the then-acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $500,000,000, unless otherwise agreed by Buyer and Seller. If Buyer and Seller do not agree upon a successor escrow agent within thirty (30) Business Days after their receipt 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 Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon on all the parties. Upon acknowledgment by any successor Escrow Agent of receipt of the Parties hereto. Any successor escrow agent Collateral, the then-acting Escrow Agent shall deliver to Buyer and Seller a written instrument accepting such appointmentbe fully released from all duties, responsibilities, and thereupon it shall succeed obligations under this Escrow Agreement. If no successor Escrow Agent is appointed or, if appointed, does not accept or acknowledge receipt of the Collateral, then the Escrow Agent may deliver the Collateral to the parties by cashier’s check made payable jointly to all the rights and duties of parties or may hold the Collateral until it receives a final order or written instructions from all the parties. The Escrow Agent hereunder may offset against the collateral any costs and shall be entitled to receive possession of the Escrow Funds. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Funds then held hereunder to the successor escrow agent. In the event of the resignation or removal of the Escrow Agent, the resigning or removed escrow agent shall be absolved from any further duties as the Escrow Agent hereunder; provided, however, that the Escrow Agent or any successor escrow agent shall continue to act as the Escrow Agent until a successor is appointed and qualified to act as the Escrow Agentexpenses incurred.