Resignation, Removal of Escrow Agent Sample Clauses

Resignation, Removal of Escrow Agent. The Escrow Agent may resign its trust and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to each of the Transaction Parties provided, however, that such shorter notice may be given as such parties shall accept as sufficient. In case of the resignation of the Escrow Agent or its removal from office or incapacity to act, its successors shall be at once appointed by the Transaction Parties provided that such successor so appointed shall be either a law firm comprised of lawyers authorized to practise law in the Province of Ontario or a trust company qualified to carry on trust business in the Province of Ontario and there shall not exist a material conflict of interest in its role as a fiduciary under this Agreement; but should the Transaction Parties fail to make such appointment then such successor shall be appointed by a Judge of the Ontario Court (General Division) upon the application of any party hereto at the expense of the Transaction Parties and given in such manner as the said Judge may direct. On any new appointment the new Escrow Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as the Escrow Agent without any further assurance, conveyance, act or deed, but there shall be immediately executed, at the expense of the Transaction Parties, all such instruments (if any) as the new Escrow Agent may be advised by counsel to the Escrow Agent, acting reasonably, are necessary or advisable. Any such new successor Escrow Agent shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers and trusts of its predecessors in the trusts hereunder, with like effect as if originally named as Escrow Agent herein and upon receipt of a written authorization and direction from each of the Transaction Parties to such effect, the Escrow Agent shall promptly deliver the balance of the Withheld Amount and all interest earned thereon to the successor Escrow Agent.

Resignation, Removal of Escrow Agent. The Escrow Agent may at any time ----------------------------------- resign as Escrow Agent hereunder by giving thirty (30) days' prior written notice of resignation to Esperion, Talaria, the Surviving Corporation and the Talaria Stockholder Representative. Prior to the effective date of the resignation as specified in such notice, Esperion will issue to the Escrow Agent a written instruction authorizing redelivery of the amounts held by it hereunder to a bank or trust company that it selects as the successor escrow agent, subject to the consent of the Talaria Stockholder Representative, which consent shall not be unreasonably withheld or delayed. Such bank or trust company selected as successor escrow agent shall have capital, surplus and undivided profits in excess of $50,000,000. If, however, Esperion shall fail to name a successor escrow agent within twenty (20) days after the notice of resignation from the Escrow Agent, the Talaria Stockholder Representative shall be entitled to name such successor escrow agent. If no successor escrow agent is named by Esperion or the Talaria Stockholder Representative, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor escrow agent at the expense of Esperion and the Talaria Stockholders. Any successor escrow agent shall execute and deliver to the parties hereto a counterpart of this Agreement.

Resignation, Removal of Escrow Agent. The Escrow Agent may resign and be discharged from all further duties and liabilities hereunder upon ten (10) Business Days prior written notice to the other parties hereto, and may be removed from its office of Escrow Agent by the Purchaser and the Vendors at any time upon not less than ten (10) Business Days’ prior written notice given to the Escrow Agent by the Purchaser and the Vendors acting jointly. Upon the discharge or removal of the Escrow Agent, the latter shall release the Escrow Holdback and any related documents in its possession to any Person designated by the Purchaser and the Vendors, acting jointly, in a written notice delivered to the Escrow Agent not later than two (2) Business Days following such discharge or termination (the “Transfer Notice”). Where the Purchaser and the Vendors acting jointly fail to remit the Transfer Notice to the Escrow Agent in the manner set forth in this Article 5, the Escrow Agent shall release the Escrow Holdback and any related documents in its possession to a trust company or legal counsel of its choosing, at the cost and expense of the Purchaser and the Vendors.

Resignation, Removal of Escrow Agent. The Escrow Agent may resign its trust and be discharged from all further duties and obligations hereunder after giving 30 days’ written notice to the Company or such shorter notice as the Company may accept as sufficient, and may be removed from its office as such Escrow Agent by the Company at any time by not less than 30 days’ written notice given to the Escrow Agent. Upon discharge or removal, the Escrow Agent shall deliver the Escrow Amount by certified cheque or wire transfer as directed by the Company.

Resignation, Removal of Escrow Agent. The Escrow Agent may resign ----------------------------------- at any time by giving Buyer and Seller Representative 30 days' written notice of such intention. Buyer and Seller Representative may remove the Escrow Agent, as such, by giving Escrow Agent 30 days' written notice of such removal signed by Buyer and Seller Representative. Upon the effective date of its resignation or removal, the Escrow Agent will deliver the Escrow Funds held hereunder to such successor escrow agent directed by the joint written instructions of Buyer and Seller Representative. After the effective date of its resignation or removal, the Escrow Agent shall have no duty with respect to the Escrow Funds except to hold such property in safekeeping and to deliver same to its successor or as is directed in writing by Buyer and Seller Representative. If no successor escrow agent has been appointed by Buyer and Seller Representative within 30 days from the date such notice of resignation or removal has been given, the Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction all or part of the escrowed funds.

Resignation, Removal of Escrow Agent. (a) The Escrow Agent may resign its trust and be discharged from all further duties and liabilities hereunder after giving thirty (30) days' written notice to the other Parties or such shorter notice as the other Parties may jointly accept as sufficient. The other Parties may remove the Escrow Agent from its office at any time by giving not less than five (5) Business Days' joint written notice to the Escrow Agent. Upon discharge or removal, the Escrow Agent shall deliver the Escrowed Property as directed in writing jointly by the other Parties. (b) In the event of the resignation of the Escrow Agent or its removal from office, the other Parties shall have five (5) Business Days to jointly appoint a successor escrow agent. (c) Upon the appointment of any successor escrow agent, the successor escrow agent will be vested with the same powers, rights, duties and responsibilities as if the successor escrow agent had been originally named as Escrow Agent under this Agreement and will be subject to removal under this Section 5.3. The Escrow Agent which resigns or is removed shall execute such further assurances or documents as, in the reasonable opinion of Alterna and/or SusGlobal may be necessary or desirable to vest in the successor escrow agent the same powers, rights, duties and responsibilities as if the successor escrow agent had been originally named as Escrow Agent under this Agreement.

Resignation, Removal of Escrow Agent. The Escrow Agent may resign and be discharged from all further duties and liabilities hereunder upon ten (10) Business Days prior written notice to the other parties hereto, and may be removed from its office of Escrow Agent by the Purchaser and the Sellers’ Agent at any time upon not less than ten (10) Business Days’ joint prior written notice given to the Escrow Agent by the Purchaser and the Sellers’ Agent. Upon the discharge or removal of the Escrow Agent, the Escrow Agent shall deliver the Escrow Funds and any related documents in its possession to any Person (a “Successor”) designated by the Purchaser and the Sellers’ Agent, acting jointly, in a written notice delivered to the Escrow Agent not later than two (2) Business Days following such discharge or termination (the “Transfer Notice”). Where the Purchaser and the Sellers’ Agent acting jointly fail to remit the Transfer Notice to the Escrow Agent in the manner set forth in this Article 6, the Escrow Agent shall release the Escrow Funds and any related documents in its possession to a trust company or legal counsel of its choosing, at the cost and expense of the Purchaser and the Sellers’ Agent.

Resignation, Removal of Escrow Agent. (a) The Escrow Agent may resign its trust and be discharged from all further duties and liabilities hereunder after giving fifteen days’ written notice to the Parties or such shorter notice as the Parties may accept as sufficient, and may be removed from its office as such Escrow Agent by the Parties jointly at any time by not less than five Business Days’ written notice given to the Escrow Agent. Upon discharge or removal, the Escrow Agent shall deliver the Escrowed Shares or the Escrowed Proceeds, as the case may be, as directed by the Parties. (b) In the event of the resignation of the Escrow Agent or its removal from office, the Parties shall appoint a successor escrow agent which shall be either (i) a trust company that carries on business in Canada or (ii) a partnership of barristers and solicitors not having less than 50 members and an office in the City of Toronto. The Parties acknowledge that the Escrow Agent has indicated its intention to be replaced as escrow agent hereunder shortly following the Closing. (c) The Escrow Agent which resigns or is removed shall execute such further assurances or documents as, in the opinion of the Parties, may be necessary or desirable to vest in the new escrow agent the same powers, rights, duties and responsibilities as if the new escrow agent had been originally named as Escrow Agent.

Resignation, Removal of Escrow Agent. 23.1 Escrow Agent may resign at any time from its obligations under this Agreement by providing written notice to Buyer and Seller. Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than 30 days after such written notice has been given. In the event no successor escrow agent has been appointed by Buyer and Seller on or prior to the date such resignation is to become effective, Escrow Agent shall be entitled to tender into the custody of a court of competent jurisdiction all assets and properties then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Agreement. Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. 23.2 Escrow Agent may be removed, as such, at any time by the written consent of Buyer and Seller or an order from a court with competent jurisdiction. Upon the effective date of its resignation or removal, Escrow Agent will deliver the Escrow Amount, together with any and all interest or other income earned thereon, held hereunder to such successor escrow agent directed by the joint written instructions of Buyer and Seller. After the effective date of its resignation or removal, Escrow Agent shall have no duty with respect to the Escrow Amount, together with any and all interest or other income earned thereon, except to hold such property in safekeeping and to deliver same to its successor or as is directed in writing by Buyer and Seller.

Resignation, Removal of Escrow Agent. ‌ (a) The Escrow Agent may resign as Escrow Agent and be discharged from all further duties and liabilities under this Agreement at any time on 10 days’ prior written notice to the Limited Partnership, or such shorter notice as the General Partner may accept as sufficient in its sole discretion. The Limited Partnership may remove the Escrow Agent from its office at any time on 10 days’ prior written notice to the Escrow Agent and to appoint a successor escrow agent. (b) Any successor escrow agent appointed under any provision of this Section 11 shall be a corporation authorized to carry on the business of a trust company in one or more of the provinces of Canada and, if required by the applicable legislation for any other jurisdiction, in such other jurisdictions.‌ (c) The resignation of the Escrow Agent will take effect on the earlier to occur of (the “Resignation Date”): (i) the appointment of a successor escrow agent in connection with this Agreement or by a court of competent jurisdiction; or (ii) the day which is 10 days after the date of delivery of (A) the Escrow Agent’s written notice of resignation to the Limited Partnership, or (B) the Limited Partnership’s written notice of termination to the Escrow Agent, as applicable, or such shorter notice as the parties accept as sufficient.‌ (d) If no successor escrow agent is appointed by the Resignation Date, then the Escrow Agent shall thereafter cease its function as escrow agent and be discharged of and from any and all further obligations arising in connection with this Agreement, and shall deposit the Escrow Funds with a court of competent jurisdiction in the City of Toronto, Province of Ontario. For greater certainty, if the Escrow Agent has not received written notice of the designation of a successor escrow agent by the Resignation Date, the Escrow Agent’s sole responsibility after such time shall be to retain and safeguard the Escrow Funds (including all interest or other amounts accrued thereon and all principal thereof in the form of cash or investments) until receipt of written notice of the designation of a successor escrow agent hereunder or pursuant to a final non-appealable order of a court of competent jurisdiction. (e) This Agreement terminates and ceases to be of any further force and effect with respect to the Escrow Agent on the date on which the Escrow Agent delivers the Escrow Funds (including all interest or other amounts accrued thereon and all principal thereof in the form of ca...