Resignation; Successor Escrow Agent. The Escrow Agent (and any successor escrow agent) may at any time resign as such upon 30 days prior notice to each of the other parties. Upon receipt of a notice of resignation, each of the other parties shall use their best efforts to select a successor agent within 15 days, but if within that 15-day period the Escrow Agent has not received a notice signed by both of them appointing a successor escrow agent and setting forth its name and address, the Escrow Agent may (but shall not be obligated to) select on their behalf a bank or trust company to act as successor escrow agent, for such compensation as that bank or trust company customarily charges and on such terms and conditions not inconsistent with this Agreement as that bank or trust company reasonably requires. The fees and charges of any successor escrow agent shall be payable out of the Purchase Price. A successor escrow agent selected by the resigning Escrow Agent may become the Escrow Agent by confirming in writing its acceptance of the position. The Investors and the Company shall sign such other documents as the successor escrow agent reasonably requests in connection with its appointment.
Resignation; Successor Escrow Agent. (a) Xxxxxx Agent may resign and be discharged from its duties and obligations hereunder at any time by giving no less than thirty (30) calendar days prior written notice of such resignation to Acquiror and Shareholder Representative specifying the date when such resignation shall take effect; provided, however, that no such resignation shall be effective unless and until Acquiror and Shareholder Representative have selected a successor escrow agent and such successor escrow agent shall have assumed all of the obligations of Escrow Agent hereunder. Upon receipt of written notice from Xxxxxxxx and Shareholder Representative that a successor escrow agent has been selected and assumed the obligations of Escrow Agent hereunder, Escrow Agent shall promptly deliver the Escrow Fund, less any fees, expenses, and charges then due and owing to the Escrow Agent, to such successor escrow agent and render the accounting required by Section 8(c) and shall thereafter have no further obligations hereunder. If Acquiror and Shareholder Representative have failed to appoint a successor prior to the expiration of thirty (30) calendar days following receipt of the notice of resignation or removal, Escrow Agent shall deliver the Escrow Fund to such other person designated in accordance with written instructions signed by Xxxxxxxx and Shareholder Representative, and if such written instructions are not provided, Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties.
Resignation; Successor Escrow Agent. 8.1 Escrow Agent may resign and be discharged from its duties or obligations hereunder at any time by giving no less than thirty (30) Business Days prior written notice of such resignation to Buyer and Delta specifying the date when such resignation shall take effect; provided, however, that no such resignation shall be effective unless and until Buyer and Delta have selected a successor Escrow Agent and such successor Escrow Agent shall have assumed all of the obligations of Escrow Agent hereunder. Upon receipt of written notice from Buyer and Delta that a successor Escrow Agent has been selected and assumed the obligations of Escrow Agent hereunder, Escrow Agent shall promptly deliver the Escrow Fund to such successor Escrow Agent and render the accounting required by Section 8.3 and shall thereafter have no further obligations hereunder.
Resignation; Successor Escrow Agent. The Escrow Agent (and any successor escrow agent) may at any time resign as such upon 30 days’ prior notice to each of the other parties. Upon receipt of a notice of resignation, each of the Company, the Lender and the Borrower shall use its best efforts to select a successor agent within 30 days, but if within that 30-day period the Escrow Agent has not received a notice signed by both the Company, the Lender and the Borrower appointing a successor escrow agent and setting forth its name and address, the Escrow Agent may (but shall not be obligated to) select on behalf of the Company, the Lender and the Borrower a bank or trust company to act as successor escrow agent, for such compensation as that bank or trust company customarily charges and on such terms and conditions not inconsistent with this Agreement as that bank or trust company reasonably requires. The fees and charges of any successor escrow agent shall be paid by the Company, the Lender and the Borrower. A successor escrow agent selected by the resigning Escrow Agent may become the successor escrow agent by confirming in writing its acceptance of the position. The Company, the Lender and the Borrower shall sign such other documents as the successor escrow agent reasonably requests in connection with its appointment, and each of them hereby irrevocably appoints the Escrow Agent as its attorney-in-fact to sign all such documents in its name and place. The Escrow Agent may deliver the Escrow Amount to the successor escrow agent selected pursuant to this provision and, upon such delivery, the successor escrow agent shall become the Escrow Agent for all purposes under this Agreement and shall have all of the rights and obligations of the Escrow Agent under this Agreement and the resigning Escrow Agent shall have no further responsibilities or obligations under this Agreement. If no successor Escrow Agent is named by either (i) the Company, Borrower and Lender or (ii) the Escrow Agent, then the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Escrow Amount with the clerk of any such court.
Resignation; Successor Escrow Agent. The Escrow Agent or any successor escrow agent, as the case may be, may resign its duties and be discharged from all further duties or obligations hereunder at any time upon giving ten (10) Business Days’ prior written notice to the parties hereto. The Escrow Agent may be removed as escrow agent hereunder if both Parent and APSLP agree to such removal and give not less than ten (10) Business Days’ prior written notice thereof to the Escrow Agent. Parent and APSLP will thereupon jointly designate a successor escrow agent hereunder within said ten (10) Business Day period to whom the Escrow Fund shall be delivered. Any successor escrow agent shall be a banking corporation or trust company having total assets in excess of $10,000,000,000, which shall agree in writing to be bound by the provisions hereof. In default of such joint designation of a successor escrow agent, the Escrow Agent shall be entitled to petition a Chosen Court for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding.
Resignation; Successor Escrow Agent. The Escrow Agent or any successor escrow agent, as the case may be, may resign its duties and be discharged from all further duties or obligations hereunder at any time upon giving five (5) Business Days' prior written notice to the parties hereto. The Seller and the Purchaser will thereupon jointly designate a successor escrow agent hereunder within said five (5) Business Day period to whom the Deposit shall be delivered. In default of such joint designation of a successor escrow agent, the Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Seller and the Purchaser, jointly, without further liability or responsibility.
Resignation; Successor Escrow Agent. The Escrow Agent or any successor escrow agent, as the case may be, may resign its duties and be discharged from all further duties or obligations hereunder at any time upon giving 30 Business Days’ prior written notice to the parties hereto. The Company, the Shareholder Representative and Parent will thereupon jointly designate a successor escrow agent hereunder within said 30 Business Day period to whom the Escrow Accounts shall be delivered. Any successor escrow agent shall be a banking corporation or trust company having total assets in excess of $10 billion, which shall agree in writing to be bound by the provisions hereof. In default of such joint designation of a successor escrow agent, the Escrow Agent shall be entitled to petition a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding.
Resignation; Successor Escrow Agent. (a) The Escrow Agent (and any successor escrow agent) may at any time resign as such upon five (5) days’ prior notice to each of the other parties. Upon receipt of a notice of resignation, the Company shall use its best efforts to select a successor agent within five (5) days, but if within that five-day period the Escrow Agent has not received a notice signed by the Company appointing a successor escrow agent and setting forth its name and address, the Escrow Agent may (but shall not be obligated to) select on behalf of the Company a bank or trust company to act as successor escrow agent, for such compensation as that bank or trust company customarily charges and on such terms and conditions not inconsistent with this Agreement as that bank or trust company reasonably requires.
Resignation; Successor Escrow Agent. The Escrow Agent may resign and ----------------------------------- be discharged from its duties or obligations hereunder by giving 30 days advance written notice of such resignation to Buyer and Xxxxxxxxxx, specifying a date upon which such resignation shall take effect, whereupon a successor escrow agent shall be appointed by Buyer and Xxxxxxxxxx. The Escrow Agent shall be entitled to pay the Escrow Fund to any successor escrow agent so appointed. If no successor escrow agent has been appointed as of the effective date specified in the Escrow Agent's notice of resignation, the Escrow Agent shall be entitled to deliver the Escrow Fund into federal or state court in the Commonwealth of Pennsylvania and, upon giving notice to Buyer and Xxxxxxxxxx of such action, shall thereupon be relieved of all further responsibility hereunder.
Resignation; Successor Escrow Agent. SAB, as escrow agent (and any successor Escrow Agent) may resign by notifying Comet and Oragenics in writing. Such resignation shall not be effective until a successor escrow agent is appointed by Cornet and Oragenics and accepts its obligations under this Escrow Agreement; provided, however, if a successor escrow agent is not so appointed within 30 days after such resignation, SAB will release the Escrowed Shares, Stock Transfer Power and Other Escrowed Property to Oragenics and will thereby be fully and completely discharged of its duties and obligations hereunder.
