Common use of Resignation; Removal; New Escrow Agent Clause in Contracts

Resignation; Removal; New Escrow Agent. The Escrow Agent reserves the right to resign at any time by giving at least thirty (30) calendar days’ advance written notice of resignation to PubCo and the Stockholders’ Representative, specifying the effective date thereof. Similarly, the Escrow Agent may be removed and replaced following the delivery of a thirty (30) calendar days’ advance written notice to the Escrow Agent signed by PubCo and the Stockholders’ Representative. Within thirty (30) calendar days after the receipt of one of the notices referred to above, PubCo and the Stockholders’ Representative agree to jointly appoint a mutually-acceptable successor escrow agent (a “Successor Escrow Agent”). The Successor Escrow Agent will be a party to and will agree to be legally bound by this Agreement by means of a written joinder agreement, the signature page to which, when signed by the Successor Escrow Agent, will be deemed to be a counterpart signature page to this Agreement. The Successor Escrow Agent will be deemed to be the Escrow Agent under the terms of this Agreement and without any further act, deed or conveyance, will become vested with all right, title and interest to all cash and property held hereunder by such predecessor Escrow Agent, and such predecessor Escrow Agent, will, on the written request signed by PubCo and the Stockholders’ Representative, execute and deliver to such Successor Escrow Agent all the right, title and interest hereunder in and to the Escrow Funds. If a Successor Escrow Agent has not been appointed and has not accepted such appointment by the end of the thirty (30) calendar day period commencing upon the receipt of the notice of resignation by PubCo and the Stockholders’ Representative, the Escrow Agent shall continue to act as the Escrow Agent until a Successor Escrow Agent is appointed and qualified to act as the Escrow Agent, provided that the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a Successor Escrow Agent, and the out-of-pocket costs, expenses and reasonable attorneys’ fees which the Escrow Agent incurs in connection with such a proceeding will be paid out of the Escrow Account in accordance with this Section 9; provided, further, if the Escrow Agent resigns or is removed and replaced due to its gross negligence, willful misconduct or fraud, the Escrow Agent shall bear all of the aforementioned costs, expenses and fees that it incurs.

Resignation; Removal; New Escrow Agent. The Escrow Agent reserves the right to resign at any time by giving at least thirty (30) calendar days’ -days advance written notice of resignation to PubCo the Buyer Representative and the Stockholders’ Company Representative, specifying the effective date thereof. Similarly, the Escrow Agent may be removed and replaced following the delivery of a thirty (30) calendar days’ -days advance written notice to the Escrow Agent signed by PubCo the Buyer Representative and the Stockholders’ Company Representative. Within thirty (30) calendar days after the receipt of one of the notices referred to above, PubCo the Buyer Representative and the Stockholders’ Company Representative agree to jointly appoint a mutually-acceptable successor escrow agent (a “Successor Escrow Agent”). The Successor Escrow Agent will shall be a party to and will agree to be legally bound by this Agreement by means of a written joinder agreement, the agreement which its signature page to which, when signed by the Successor Escrow Agent, will shall be deemed to be a counterpart signature page to this Agreement. The Successor Escrow Agent will shall be deemed to be the Escrow Agent under the terms of this Agreement and without any further act, deed or conveyance, will become vested with all right, title and interest to all cash and property held hereunder by such predecessor Escrow Agent, and such predecessor Escrow Agent, will, on the written request signed by PubCo and the Stockholders’ Representative, execute and deliver to such Successor Escrow Agent all the right, title and interest hereunder in and to the Escrow FundsAgreement. If a Successor Escrow Agent has not been appointed and has not accepted such appointment by the end of the thirty (30) calendar -day period commencing upon the receipt of the notice of resignation by PubCo the Buyer Representative and the Stockholders’ Company Representative, the Escrow Agent shall continue to act as the Escrow Agent until a Successor Escrow Agent is appointed and qualified to act as the Escrow Agent, provided that the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a Successor Escrow Agent, and the out-of-pocket costs, expenses and reasonable attorneys’ fees which the Escrow Agent incurs in connection with such a proceeding will shall be paid out of the Escrow Account in accordance with this Section 9; provided, further, if the Escrow Agent resigns or is removed and replaced due to its gross negligence, willful misconduct or fraud, the Escrow Agent shall bear all of the aforementioned costs, expenses and fees that it incursby Buyer and/or Holdco.

Resignation; Removal; New Escrow Agent. The Escrow Agent reserves the right to resign at any time by giving at least thirty (30) calendar days’ days advance written notice of resignation to PubCo Buyer and the Stockholders’ RepresentativeSeller, specifying the effective date thereof. Similarly, the Escrow Agent may be removed and replaced following the delivery of a thirty (30) calendar days’ days advance written notice to the Escrow Agent signed by PubCo Buyer and the Stockholders’ RepresentativeSeller. Within thirty (30) calendar days after the receipt of one of the notices referred to above, PubCo Buyer and the Stockholders’ Representative Seller agree to jointly appoint a mutually-acceptable successor escrow agent (a “Successor Escrow Agent”). The Successor Escrow Agent will be a party to and will agree to be legally bound by this Agreement by means of a written joinder agreement, the signature page to which, when signed by the Successor Escrow Agent, will be deemed to be a counterpart signature page to this Agreement. The Successor Escrow Agent will be deemed to be the Escrow Agent under the terms of this Agreement and without any further act, deed or conveyance, will become vested with all right, title and interest to all cash and property held hereunder by such predecessor Escrow Agent, and such predecessor Escrow Agent, will, on the written request signed by PubCo Buyer and the Stockholders’ RepresentativeSeller, execute and deliver to such Successor Escrow Agent all the right, title and interest hereunder in and to the Adjustment Escrow Funds. If a Successor Escrow Agent has not been appointed and has not accepted such appointment by the end of the thirty (30) calendar day period commencing upon the receipt of the notice of resignation by PubCo Buyer and the Stockholders’ RepresentativeSeller, the Escrow Agent shall continue to act as the Escrow Agent until a Successor Escrow Agent is appointed and qualified to act as the Escrow Agent, provided that the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a Successor Escrow Agent, and the out-of-pocket costs, expenses and reasonable attorneys’ fees which the Escrow Agent incurs in connection with such a proceeding will be paid out of the Adjustment Escrow Account in accordance with this Section 9; provided, further, if the Escrow Agent resigns or is removed and replaced due to its gross negligence, willful misconduct or fraud, the Escrow Agent shall bear all of the aforementioned costs, expenses and fees that it incurs8.

Resignation; Removal; New Escrow Agent. The Escrow Agent reserves the right to resign at any time by giving at least thirty (30) calendar days’ days advance written notice of resignation to PubCo the Purchaser and the Stockholders’ Representative, specifying the effective date thereof. Similarly, the Escrow Agent may be removed and replaced following the delivery of a thirty (30) calendar days’ days advance written notice to the Escrow Agent signed by PubCo the Purchaser and the Stockholders’ Representative. Within thirty (30) calendar days after the receipt of one of the notices referred to above, PubCo the Purchaser and the Stockholders’ Representative agree to jointly appoint a mutually-mutually- acceptable successor escrow agent (a “Successor Escrow Agent”). The Successor Escrow Agent will be a party to and will agree to be legally bound by this Agreement by means of a written joinder agreement, the signature page to which, when signed by the Successor Escrow Agent, will be deemed to be a counterpart signature page to this Agreement. The Successor Escrow Agent will be deemed to be the Escrow Agent under the terms of this Agreement and without any further act, deed or conveyance, will shall become vested with all right, title and interest to all cash and property held hereunder by such predecessor Escrow Agent, and such predecessor Escrow Agent, willshall, on the written request signed by PubCo the Purchaser and the Stockholders’ Representative, execute and deliver to such Successor Escrow Agent all the right, title and interest hereunder in and to the Escrow Funds. If a Successor Escrow Agent has not been appointed and has not accepted such appointment by the end of the thirty (30) calendar day period commencing upon the receipt of the notice of resignation by PubCo the Purchaser and the Stockholders’ Representative, the Escrow Agent shall continue to act as the Escrow Agent until a Successor Escrow Agent is appointed and qualified to act as the Escrow Agent, provided that the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a Successor Escrow Agent, and the out-of-pocket costs, expenses and reasonable attorneys’ fees which the Escrow Agent incurs in connection with such a proceeding will be paid out of the Escrow Account in accordance with this Section 9; provided, further, if the Escrow Agent resigns or is removed and replaced due subject to its gross negligence, willful misconduct or fraud, the Escrow Agent shall bear all of the aforementioned costs, expenses and fees that it incursindemnification pursuant to clause (c) below.