Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving written notice of such resignation to the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ written notice (with such written notice being signed by Buyer and the Shareholders’ Representative) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to appoint a successor escrow agent to which the Escrow Agent shall distribute the funds and property then held hereunder, less the amount of any fees owing to the Escrow Agent hereunder as of such date. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunder, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling Shareholders. Thereupon, the Escrow Agent shall be relieved of all further duties and obligations under this Agreement. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. Except as otherwise agreed to in writing by the Parties, none of the Escrow Fund shall be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 4.3.
Resignation or Termination of Escrow Agent a. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at any time upon giving five (5) business days’ prior written notice to each of the parties hereto. The parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) business day period to whom the Escrow Funds shall be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Escrow Funds as custodian thereof until otherwise directed by the parties hereto, jointly, or until the Escrow Funds are released in accordance with subsection 7.b. below, in each case, without liability or responsibility.
b. Anything in this Agreement to the contrary notwithstanding, (i) Escrow Agent, on notice to the parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Escrow Funds with a court of competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the parties with respect to the Escrow Funds, Escrow Agent may deposit the Escrow Funds with the court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the parties hereto. Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities.
Resignation or Termination of Escrow Agent. 16.1 The Escrow Agent may resign by providing written notice of resignation to the Issuer.
16.2 The Issuer may terminate the services of the Escrow Agent under this Agreement by providing written notice of termination to the Parties.
16.3 The resignation or termination of the Escrow Agent shall be effective, and the Escrow Agent shall cease to be bound by this Agreement:
(a) 60 days after the date of receipt by the Escrow Agent or Issuer, as applicable, of a notice referred to in subsections 16.2 or 16.3; or
(b) upon such date as may be mutually agreed to by the Escrow Agent and the Issuer; provided that the resignation or termination date must not be less than 10 business days before a release date set forth in subsection 9.1.
16.4 If the Escrow Agent resigns or is terminated, the Issuer shall be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date.
16.5 The Issuer’s appointment of a replacement escrow agent shall be binding on the Issuer and the Security Holders.
Resignation or Termination of Escrow Agent. Upon a thirty (30) day written joint notice of the Town, the District and the Developer, the Escrow Agent may be terminated and a new escrow agent appointed under such notice. The Escrow Agent may resign under this Agreement by giving written notice to the Town, the District and the Developer, effective thirty
Resignation or Termination of Escrow Agent. The Escrow Agent may resign for any reason upon thirty (30) days’ written notice to Ivanhoe and Seneca, specifying the date upon which such resignation shall take effect. In addition, Ivanhoe and Seneca acting jointly, shall have the right to terminate the appointment of the Escrow Agent by giving it thirty (30) days’ written notice of such termination, specifying the date upon which such termination shall take effect. In the event of the resignation or termination of the Escrow Agent, upon the expiration of such thirty (30) days’ notice, the Escrow Agent may deliver all cash or property in its possession under this Agreement to any successor escrow agent appointed by Ivanhoe and Seneca; or, if no successor escrow agent has been appointed, to any court of competent jurisdiction in the State of Texas. Upon either such delivery, the Escrow Agent’s obligations hereunder shall cease and terminate and the Escrow Agent shall be released from any and all liability under this Agreement except as to any causes of action, if any, that may have accrued against the Escrow Agent. A resignation or termination under this Section 14 shall in no way change the terms of Section 7 regarding indemnification. The Escrow Agent’s sole responsibility from the time of the expiration of the thirty (30) day notice period set forth above until such termination shall be to keep safe the Escrow Property and to deliver the same to a successor escrow agent or other third person designated by the parties or in accordance with the directions of a final order or judgment of a court of competent jurisdiction.
Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving written notice of such resignation to Purchaser and Purchaser shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving written notice of such termination to the Escrow Agent Escrow Agent, in each case specifying the effective date of such resignation or termination. Within 30 days after receiving or delivering the aforesaid notice, as the case may be, Purchaser agrees to appoint a successor Escrow Agent to which the Escrow Agent shall distribute the property then held hereunder, provided that such successor Escrow Agent is a commercial bank having capital, surplus and undivided profits of not less than $100,000,000. If a successor Escrow Agent has not been appointed and has not accepted such appointment by the end of such 30-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid by the Purchaser or its Affiliates. Except as otherwise agreed to in writing by the Parties, no Escrow Funds shall be released from the Escrow Account unless and until a successor Escrow Agent has been appointed in accordance with this Section 5(e).
Resignation or Termination of Escrow Agent. The Escrow Agent may resign at any time upon giving at least thirty (30) calendar days’ written notice to the Parties; provided, however, that no such resignation will become effective until the appointment of a successor escrow agent which shall be accomplished as follows: the Parties shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) calendar days after receiving such notice. If a successor escrow agent has not been appointed and/or has not accepted such appointment within such period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent. The successor escrow agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment, and the successor escrow agent shall, without further acts, be vested with all the estates, property rights, powers, and duties of the predecessor Escrow Agent as if originally named as Escrow Agent herein. The predecessor Escrow Agent then shall be discharged from any further duties and liability (except with respect to acts that occurred prior to the appointment of a successor escrow agent) under this Agreement.
Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving written notice of such resignation to the Parties specifying the effective date of such resignation or termination. After receiving or delivering the aforesaid notice, as the case may be, the Lender shall have the exclusive right in its sole discretion to appoint a successor Escrow Agent to which the Escrow Agent may distribute the property then held hereunder, less the amount of any costs owing to the Escrow Agent hereunder as of such date. If a successor Xxxxxx Agent has not been appointed and has not accepted such appointment by the end of such
Resignation or Termination of Escrow Agent. 13.1 The Escrow Agent may resign by providing written notice of resignation to the Issuer.
13.2 The Issuer may terminate the services of the Escrow Agent under this Agreement by providing written notice of termination to the parties.
13.3 The resignation or termination of the Escrow Agent shall be effective, and the Escrow Agent shall cease to be bound by this Agreement:
Resignation or Termination of Escrow Agent
