Common use of Resignation, Removal of Escrow Agent Clause in Contracts

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 at any time ----------------------------------- resign as Escrow Agent hereunder by giving thirty (30) days' prior written notice of resignation to Esperion, TalariaParent, the Surviving Corporation Company and the Talaria Stockholder RepresentativeShareholders. Prior to the effective date of the resignation as specified in such notice, Esperion Parent will issue to the Escrow Agent a written instruction authorizing redelivery of the amounts held by it hereunder Escrow Fund 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 delayedParent selects. 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 Parent shall fail to name such a successor escrow agent within twenty (20) days after receipt of the notice of resignation from the Escrow Agent, the Talaria Stockholder Representative Shareholders shall be entitled to name such successor escrow agent. If no successor escrow agent is named by Esperion Parent or the Talaria Stockholder RepresentativeShareholders within the Escrow Agent's thirty (30) day notice period, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor escrow agent at to serve under the expense of Esperion and the Talaria Stockholders. Any successor escrow agent shall execute and deliver to the parties hereto a counterpart terms of this Agreement. Escrow Agent shall also have the right to tender into the registry or custody of any court of competent jurisdiction any part or all of the Escrow Fund, whereupon its obligations hereunder shall be discharged.

Resignation, Removal of Escrow Agent. The Escrow Agent may at any time ----------------------------------- resign as Escrow Agent hereunder by giving thirty sixty (3060) days' prior written notice of resignation to Esperionthe Representative and Buyer. The Representative and Buyer may jointly at any time remove the Escrow Agent by giving written notice to the Escrow Agent. If the Escrow Agent shall resign or be removed, Talariaa successor Escrow Agent, the Surviving Corporation which shall be a bank, trust company or other financial institution satisfactory to both Buyer and the Talaria Stockholder Representative. Prior to , shall be appointed by written instrument executed and delivered by both Buyer and the effective date of the resignation as specified in such notice, Esperion will issue Representative to the Escrow Agent a written instruction authorizing redelivery and to such successor Escrow Agent and, upon the resignation or removal of the amounts held by it hereunder to a bank or trust company that it selects as predecessor Escrow Agent, the successor escrow agentEscrow Agent shall, subject without any further act, deed or conveyance, become vested with all the right, title and interest to all property held hereunder, of such predecessor Escrow Agent; but nevertheless such predecessor Escrow Agent shall, on the written request of the Representative, Buyer or such successor Escrow Agent execute and deliver to such successor Escrow Agent an instrument transferring to such successor Escrow Agent all right, title and interest hereunder in and to the consent property in the Indemnification Escrow and all other rights hereunder, of such predecessor Escrow Agent. If no successor Escrow Agent has been appointed at 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 end of $50,000,000. If, however, Esperion shall fail to name a successor escrow agent within twenty sixty (2060) days after the notice of resignation from by 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 hereunder may apply to seek relief from a court of competent jurisdiction for appointment of a successor escrow agent at the expense of Esperion jurisdiction, in interpleader proceedings in which Buyer and the Talaria Stockholders. Any successor escrow agent Representative shall execute and deliver to the parties hereto a counterpart of this Agreementbe joined as parties.