Common use of Resignation; Replacement Clause in Contracts

Resignation; Replacement. Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrowed Property to any successor Escrow Agent designated by McDonald’s and Collateral Agent in writing, with the consent of Master Franchisee (which consent shall not be unreasonably withheld or delayed) as to the designation of such successor Escrow Agent, or to any court of competent jurisdiction, whereupon Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of Escrow Agent shall take effect on the earlier of (a) the appointment of a successor Escrow Agent (including a court of competent jurisdiction); or (b) the day which is 60 Business Days after the date of delivery of its written notice of resignation to the other Parties. If at that time Escrow Agent has not received a designation of a successor Escrow Agent, Escrow Agent’s sole responsibility shall be to safe keep the Escrowed Property until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by McDonald’s, Collateral Agent and Master Franchisee or a final nonappealable order of a court of competent jurisdiction (accompanied by a certificate from McDonald’s and Collateral Agent to the effect that such judgment is nonappealable). Upon receipt of notice of the identity of the successor escrow agent, Escrow Agent shall either deliver the Escrowed Property then held hereunder to the successor escrow agent, less Escrow Agent’s fees, costs, expenses and the value of other obligations owed to Escrow Agent hereunder, or hold such Escrowed Property (or any portion thereof) pending distribution, until all such fees, costs and expenses or the value of other obligations are paid to it.

Resignation; Replacement. The Escrow Agent (and any successor Escrow Agent) may resign at any time resign as such by delivering upon giving at least thirty (30) days prior written notice to the Escrowed Property to any successor other parties hereto and, similarly, the Escrow Agent designated by McDonald’s may be removed and Collateral Agent in writing, with replaced following the consent giving of Master Franchisee thirty (which consent shall not be unreasonably withheld or delayed30) as days prior written notice to the designation Escrow Agent jointly by the other parties hereto; provided, however, that no such resignation or removal shall become effective until the appointment of such a successor escrow agent which shall be accomplished as follows: The Buyer and Seller shall use best efforts to select a successor escrow agent within thirty (30) days after the date of the notice of resignation or removal. If the other parties hereto have failed to appoint a successor prior to the expiration of thirty (30) days following receipt of the notice of resignation or removal, the Escrow Agent, Agent may appoint a successor or to petition any court of competent jurisdictionjurisdiction for the appointment of a successor escrow agent or for other appropriate relief, whereupon and any such resulting appointment shall be binding upon all of the parties hereto. The successor escrow agent shall be a national or state-chartered banking, trust or savings association with total assets in excess of $500,000,000, and shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor escrow agent as if originally named as escrow agent. Upon delivery of such instrument, the Escrow Agent shall be discharged of and from any further duties and all further obligations arising in connection with liability under this Agreement. The resignation of Escrow Agent shall take effect on the earlier of (a) the appointment of be paid any outstanding fees and expenses prior to transferring assets to a successor Escrow Agent (including a court of competent jurisdiction); or (b) the day which is 60 Business Days after the date of delivery of its written notice of resignation to the other Parties. If at that time Escrow Agent has not received a designation of a successor Escrow Agent, Escrow Agent’s sole responsibility shall be to safe keep the Escrowed Property until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by McDonald’s, Collateral Agent and Master Franchisee or a final nonappealable order of a court of competent jurisdiction (accompanied by a certificate from McDonald’s and Collateral Agent to the effect that such judgment is nonappealable). Upon receipt of notice of the identity of the successor escrow agent, Escrow Agent shall either deliver the Escrowed Property then held hereunder to the successor escrow agent, less Escrow Agent’s fees, costs, expenses and the value of other obligations owed to Escrow Agent hereunder, or hold such Escrowed Property (or any portion thereof) pending distribution, until all such fees, costs and expenses or the value of other obligations are paid to it.

Resignation; Replacement. The Escrow Agent (and any successor Escrow Agent) may shall have the right at any time to resign for any reason and be discharged of its duties as such by delivering escrow agent hereunder (including without limitation the Escrowed Property to any successor Escrow Agent designated Duties) by McDonald’s and Collateral Agent in writing, with the consent giving written notice of Master Franchisee (which consent shall not be unreasonably withheld or delayed) as its resignation to the designation Company and Employee at least ten (10) calendar days prior to the specified effective date of such resignation. All obligations of the Escrow Agent hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (I) if a successor escrow agent acceptable to both the Company and Employee shall have been appointed and have accepted such appointment in a writing to both the Company and Employee, then upon written notice thereof given to each of the Escrow Agent, or to any court of competent jurisdictionthe Company and Employee, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of Escrow Agent shall take effect on the earlier of (a) the appointment of a successor Escrow Agent (including a court of competent jurisdiction); or (b) the day which is 60 Business Days after the date of delivery of its written notice of resignation to the other Parties. If at that time Escrow Agent has not received a designation of a successor Escrow Agent, Escrow Agent’s sole responsibility shall be to safe keep the Escrowed Property until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by McDonald’s, Collateral Agent and Master Franchisee or a final nonappealable order of a court of competent jurisdiction (accompanied by a certificate from McDonald’s and Collateral Agent to the effect that such judgment is nonappealable). Upon receipt of notice of the identity of the successor escrow agent, Escrow Agent shall either deliver the Escrowed Property then held hereunder Funds to the successor escrow agent, less and upon such delivery, the Escrow Agent shall have no further liability or obligation; or (II) if a successor escrow agent shall not have been appointed, for any reason whatsoever, the Escrow Agent shall at its option in its sole discretion, either (A) deliver the Escrowed Funds to a court of competent jurisdiction selected by the Escrow Agent and give written notice thereof to the Company and the Employee, or (B) continue to hold the Escrowed Funds in escrow pending written direction from the Company and the Employee in form and formality satisfactory to the Escrow Agent’s fees, costs, expenses and the value of other obligations owed to Escrow Agent hereunder, or hold such Escrowed Property (or any portion thereof) pending distribution, until all such fees, costs and expenses or the value of other obligations are paid to it.