Resignation or Replacement of Escrow Agent Sample Clauses

Resignation or Replacement of Escrow Agent. (i) The Escrow Agent may at any time resign by giving not less than 30 days’ notice to the Company and the Investor Representative, or may be removed jointly by the Company and the Investor Representative by giving not less than 30 days’ notice to the Escrow Agent.
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Resignation or Replacement of Escrow Agent. Parent may substitute a successor escrow agent for Escrow Agent upon thirty days advance written notice to the Indemnifying Shareholders' Agent and Escrow Agent. Such replacement Escrow Agent shall be a bank or similar financial institution. Escrow Agent may resign upon 30 days advance written notice to Parent and the Indemnifying Shareholders' Agent. Within such 30 day period, Parent shall appoint a successor Escrow Agent in accordance with this Section 9.15. If Parent has not appointed a successor Escrow Agent within such period, Escrow Agent may petition any court of competent jurisdiction to name a successor escrow agent. N-8 139
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Resignation or Replacement of Escrow Agent. Escrow Agent may resign from its duties hereunder at any time on at least fifteen (15) days’ prior written notice to Purchaser and Seller specifying a date on which its resignation is to take effect. On receipt of such notice, Purchaser and Seller shall appoint a successor escrow agent, such successor escrow agent to become the “Escrow Agent” when the resignation of the former Escrow Agent becomes effective. If Purchaser and Seller are unable to agree on a successor escrow agent within ten (10) days after receipt of such notice, Escrow Agent shall appoint its own successor. Escrow Agent shall continue to serve until its successor accepts its appointment and receives the Holdback Funds and Holdback Interest. Purchaser and Seller have the right, at any time, by agreement, to substitute a new escrow agent by giving five (5) days’ notice thereof to Escrow Agent then acting and paying for its fees and expenses until the date of its replacement in accordance with Section 6 above.
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Resignation or Replacement of Escrow Agent. Parent may substitute a successor Escrow Agent which shall be a bank with assets at least as great as the initial Escrow Agent or else shall be an institution approved by the Shareholder Representative, such approval not to be unreasonably withheld, for the Escrow Agent upon thirty (30) days advance written notice to the Shareholder Representative and the Escrow Agent. Escrow Agent may resign upon thirty (30) days advance written notice to Parent and the Shareholder Representative. Within such thirty (30) day period, Parent shall appoint a successor Escrow Agent in accordance with this Section 8.11. If Parent has not appointed a successor Escrow Agent within such period, the Escrow Agent may petition any court of competent jurisdiction to name a successor escrow agent. In Witness Whereof, the parties have executed this Escrow Agreement as of ___________, 1999. Vertel Corporation a California corporation By:___________________________________ Its:__________________________________ Xxxxxx Chedrich By:___________________________________ Print Name:___________________________ BD Escrow By:___________________________________ Print Name____________________________ Amendment No. 1 to Agreement and Plan of Merger and Reorganization This Amendment No. 1 ("Amendment No. 1") to that certain Agreement and Plan of Merger and Reorganization ("Agreement") dated February 23, 1999, by and among Vertel Corporation, a California corporation ("Parent"), Expersoft Acquisition Corp., a California corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and Expersoft Corporation, a California corporation (the "Company"), is entered into as of this March 12, 1999.
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Resignation or Replacement of Escrow Agent. At its cost, Parent may substitute a successor Escrow Agent for the Escrow Agent upon thirty days advance written notice to the Shareholders Representative and the Escrow Agent. Escrow Agent may resign upon 30 days advance written notice to Parent and the Shareholders Representative. Within such 30 day period, Parent shall appoint a successor Escrow Agent in accordance with this Section 10.13. If Parent has not appointed a successor Escrow Agent within such period, the Escrow Agent may petition any court of competent jurisdiction to name a successor escrow agent.
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Resignation or Replacement of Escrow Agent. (a) Subject to the terms hereof, the Escrow Agent or any replacement escrow agent may resign as the Escrow Agent and be discharged from all further duties and liabilities hereunder by giving not less than thirty (30) days’ prior written notice to Standex and the Sellers' Representatives; provided, however, that such shorter notice may be given as Standex and the Sellers' Representatives shall accept as sufficient and, provided further, that if Standex and the Sellers' Representatives shall not have jointly appointed a replacement escrow agent in accordance with the terms of this Agreement within such notice period, the Escrow Agent may appoint a bank, trust company or other escrow agent authorized to act pursuant to applicable law to act as replacement escrow agent or may apply to a court of competent jurisdiction for the appointment of a successor or for other appropriate relief, and, upon such appointment taking effect, the Escrow Agent shall be released and discharged from all duties and liabilities hereunder.
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Resignation or Replacement of Escrow Agent 
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Related to Resignation or Replacement of Escrow Agent

  • Resignation or Removal of Escrow Agent Subject to the appointment and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time by giving 30 days' prior written notice thereof to the Investors, but may not otherwise be removed except for cause by the written consent of the Investors with respect to Investors representing Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an "ACTION OF INVESTORS"). Upon any such resignation or removal, the Investors, by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Escrow Agent's giving of notice of resignation or the removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass Through Trustee shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations hereunder. No resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall have been obtained from each of Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., that the replacement of the Escrow Agent with the successor Escrow Agent will not result in (a) a reduction of the rating for the Certificates below the then current rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.

  • Resignation of Escrow Agent Escrow Agent may resign or be removed, at any time, for any reason, by written notice of its resignation or removal to the proper parties at their respective addresses as set forth herein, at least 60 days before the date specified for such resignation or removal to take effect; upon the effective date of such resignation or removal:

  • Appointment of Escrow Agent The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

  • Resignation and Removal of Escrow Agent Escrow Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) days' prior written notice to the parties or may be removed, with or without cause, by the parties, acting jointly, by furnishing a Joint Written Direction to Escrow Agent, at any time by the giving of ten (10) days' prior written notice to Escrow Agent as provided herein below. Upon any such notice of resignation or removal, the representatives of the Investor(s) and the Company identified in Sections 13a.(iv) and 13b.(iv), below, 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 $10,000,000.00. Upon the acceptance in writing of any appointment of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

  • Resignation of the Escrow Agent The Escrow Agent is permitted to resign and be discharged from the performance of the Escrow Agent’s duties under this Escrow Agreement at any time by giving thirty (30) calendar days prior written notice to Parent and the Securityholder Representative specifying a date when such resignation will take effect. Upon any such notice of resignation, Parent and the Securityholder Representative jointly shall appoint a successor Escrow Agent under this Escrow Agreement prior to the effective date of such resignation. If Parent and the Securityholder Representative fail to appoint a successor Escrow Agent within such time, the Escrow Agent will be permitted to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and Parent and the Securityholder Representative shall, jointly and severally, pay all costs and expenses (including, without limitation, reasonable attorneys’ fees) related to such petition. The resigning Escrow Agent shall transmit all records pertaining to the Escrow Fund and shall transfer all of the Escrow Fund 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, incurred by, or expected in good faith to be incurred by the resigning Escrow Agent in connection with the performance of the resigning Escrow Agent’s duties and the exercise of the resigning Escrow Agent’s rights under this Escrow Agreement. After any resigning Escrow Agent’s resignation, the provisions of this Escrow Agreement will inure to such resigning Escrow Agent’s benefit as to any actions taken or omitted to be taken by such resigning Escrow Agent while such resigning Escrow Agent was serving as the Escrow Agent under this Escrow Agreement.

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

  • Indemnification of Escrow Agent From and at all times after the date of this Agreement, the parties jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Investor hereunder in writing, and the and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Investor and/or the Company shall be required to pay such fees and expense if (a) the Investor or the Company agree to pay such fees and expenses, or (b) the Investor and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Investor and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party the Company and/or the Investor and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Investor. The Investor and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Company and/or the Investor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of the Escrow Agent shall be independent of any obligation of Escrow Agent.

  • Duties of Escrow Agent (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

  • Indemnity of Escrow Agent The Client hereby agrees to indemnify and hold harmless the Escrow Agent against any and all losses, claims, damages, liabilities, attorneys’ fees (even if Escrow Agent represents himself), and expenses, including any litigation arising from this Agreement or involving the subject matter hereof.

  • Expenses of Escrow Agent Except as set forth in Section 11 the Company shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. All of the compensation and reimbursement obligations set forth in this Section shall be payable by the Company, upon demand by Escrow Agent. The obligations of the Company under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

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