Common use of Resignation or Removal Clause in Contracts

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI and the Shareholders. OTI and the Shareholders may remove the Escrow Agent by furnishing to the Escrow Agent a written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit and to deliver the same to a successor escrow agent as shall be appointed by OTI and the Shareholders, as evidenced by a written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders have failed to appoint a successor Escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, 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 OTI and the Shareholders.

Resignation or Removal. The Escrow Agent may may, at any time, resign as escrow agent hereunder by furnishing written notice of its resignation to OTI each Party. At the effectiveness of such resignation, all fees and expenses to which the ShareholdersEscrow Agent is entitled shall be immediately due and payable to Escrow Agent. OTI and the Shareholders The Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may shall be entitled, at its sole discretion and at the expense of Company, to (a) return the Escrow Property to Company, or (b) petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may may, at any time, resign as escrow agent hereunder by furnishing written notice of its resignation to OTI each Party. At such time, all fees and expenses to which the ShareholdersEscrow Agent is entitled shall be immediately due and payable to Escrow Agent. OTI and the Shareholders The Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may shall be entitled, at its sole discretion and at the expense of the Company, to (a) return the Escrow Property to the Company, or (b) petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may may, at any time, resign as escrow agent hereunder by furnishing written notice of its resignation to OTI each Party. At such time, all fees and expenses to which the ShareholdersEscrow Agent is entitled shall be immediately due and payable to Escrow Agent. OTI and the Shareholders The Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may shall be entitled, at its sole discretion and at the expense of Issuer, to (a) return the Escrow Property to Issuer, or (b) petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a written notice of OTI executed by Parent and both of the Shareholders notifying the Escrow Agent Stockholder Representative, of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a written notice of OTI executed by Parent and the Shareholders Stockholder Representative, filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of terminationremoval. Such resignation or removal, as the case may be, shall be effective thirty (30) calendar days after the delivery of such notice or upon the earlier appointment of a successor, and such removal shall be effective upon the date specified in the joint written notice of removal, and in either case the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Amount and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) calendar days following the delivery of such notice of resignation or the date specified in the joint written notice of removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal signed by the Seller Representative and Buyer along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of terminationremoval. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI signed by Seller Representative and the Shareholders Buyer filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal signed by Buyer and the BFT Trustee along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of terminationremoval. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI signed by Buyer and the Shareholders BFT Trustee filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI Parent and the Shareholders. OTI Stockholder Representative, and Parent and the Shareholders Stockholder Representative may jointly remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI Parent and the ShareholdersStockholder Representative, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI Parent and the Shareholders Stockholder Representative have failed to jointly appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may may, at any time, resign as escrow agent hereunder by furnishing written notice of its resignation to OTI each Party. At such time, all fees and expenses to which the ShareholdersEscrow Agent is entitled shall be immediately due and payable to Escrow Agent. OTI and the Shareholders The Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty sixty (3060) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty sixty (3060) days following the delivery of such notice of resignation or removal, the Escrow Agent may shall be entitled, at its sole discretion and at the expense of the Company, to (a) return the Escrow Property to the Company, or (b) petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI Parent and the Shareholders Stockholders' Representative may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of terminationremoval. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s 's sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI Parent and the ShareholdersStockholders' Representative, as evidenced by a written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI Parent and the Shareholders Stockholders' Representative have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its resignation or removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and such removal shall be effective upon the date specified in the joint written notice of removal, and in either case the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or the date specified in the joint written notice of removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may may, at any time, resign as escrow agent hereunder by furnishing written notice of its resignation to OTI each Party. At such time, all fees and expenses to which the ShareholdersEscrow Agent is entitled shall be immediately due and payable to Escrow Agent. OTI and the Shareholders The Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Funds and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may shall be entitled, at its sole discretion and at the expense of Investor, to petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign as escrow agent with respect to the Escrow Property by furnishing written notice of its resignation to OTI Harbinger, and the Shareholders. OTI and the Shareholders Harbinger may remove the Escrow Agent as escrow agent with respect to the Escrow Property by furnishing to the Escrow Agent a written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) 30 days after the delivery of such notice or upon the earlier appointment of a successor. Notwithstanding any such resignation or removal, and the Escrow Agent’s sole responsibility thereafter Agent shall be retain title to safely keep the Escrow Deposit Property and to shall have the voting rights specified in Section 1.2 of this Agreement. Promptly following any such resignation or removal, the Escrow Agent shall deliver the same Escrow Property to a successor escrow agent as shall be appointed by OTI and the ShareholdersHarbinger, as evidenced by a written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders have Harbinger has failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) 30 days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersHarbinger.

Resignation or Removal. The Escrow Agent may resign by furnishing thirty (30) days’ prior written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent Agent, with or without cause, by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal (a “Termination Notice”) along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Amount and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Lessor and ▇▇▇▇▇▇, and the Shareholders. OTI and the Shareholders Lessor or Lessee may remove the Escrow Agent by furnishing to the Escrow Agent and the other party to this Escrow Agreement a written notice of OTI and both of the Shareholders notifying the Escrow Agent of its Agent’s removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit and to deliver the same to a successor escrow agent as shall be appointed by OTI the Lessor and the Shareholders▇▇▇▇▇▇, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI the Lessor and the Shareholders ▇▇▇▇▇▇ have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI the Lessor and ▇▇▇▇▇▇. The Escrow Agent will transfer the ShareholdersEscrow Deposit then held by it to the successor Escrow Agent selected by ▇▇▇▇▇▇ and ▇▇▇▇▇▇. Any successor ▇▇▇▇▇▇ Agent must be authorized to do business in the State of New York and have an office in the State of New York.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) [*] days after the delivery of such written notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) [*] days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign at any time by furnishing written notice of its resignation to OTI the other parties hereto. Escrow Corp. and the Shareholders. OTI and the Shareholders Company may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successorsuccessor as set forth below, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property in accordance with the terms of this Agreement and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersEscrow Corp., as evidenced by a written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. Escrow Corp. agrees that such successor shall be a Person that would have been qualified to be a successor Trustee in accordance with the terms of the Indenture. If OTI and the Shareholders have Escrow Corp. has failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the Shareholders.Escrow Corp.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of terminationremoval. Such resignation or removal, as the case may be, shall be effective thirty (30) calendar days after the delivery of such notice or upon the earlier joint appointment by the Parties of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order, upon which the Escrow Agent shall immediately transfer the Escrow Property to the designated successor escrow agent. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) calendar days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) 30 days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to promptly deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersSeller with the consent of the Buyer (which shall not be unreasonably withheld, provided such proposed escrow agent is an independent third party that as part of its ordinary course of business provides similar escrow services to other parties), as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) 30 days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.