Common use of Resignation; Successor Escrow Agent Clause in Contracts

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. (a) Xxxxxx The Escrow Agent may resign and be discharged from its the duties and obligations hereunder under this agreement at any time by giving no less than thirty fifteen (3015) calendar days prior written notice of such resignation to Acquiror and Shareholder Representative the parties herein, specifying the date when such resignation shall take effect; provided. Thereafter, 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 the Escrow Agent shall have assumed all no further obligation, expect to hold the Escrow Fund as depository. In the event of such resignation, the obligations of parties to this Escrow Agreement agree that they will jointly appoint a banking corporation, trust company, attorney or other qualified person as Successor Escrow Agent hereunderwithin fifteen (15) days of notice of such resignation. The Escrow Agent shall refrain from taking any action until such Escrow Agent has received joint written instructions from the parties herein, designating the Successor Escrow Agent. Upon receipt of written notice from Xxxxxxxx and Shareholder Representative that a successor escrow agent has been selected and assumed such instruction, the obligations of Escrow Agent hereundershall, as soon as all fees are received in full, promptly deliver all of the escrowed securities to such Successor Escrow Agent shall promptly deliver in accordance with such instructions. Upon receipt of 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, Successor Escrow Agent shall be bound by all the provisions herein and shall promptly deliver a written instrument to each of the Escrow Fund to such other person designated parties detailing the terms in accordance with written instructions signed by Xxxxxxxx and Shareholder Representative, and if such written instructions are not provided, which the Successor 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 agrees to be binding upon all of the partiesbound.

Resignation; Successor Escrow Agent. (a) Xxxxxx Escrow 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 Member 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 Member 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 Member Representative that a successor escrow agent has been selected and assumed the obligations of Escrow Xxxxxx 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 Member 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 Member Representative, and if such written instructions are not provided, Escrow Xxxxxx 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. The Escrow Agent (aand any successor escrow agent) 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 resign as such upon 15 days' prior written notice to each of the other parties. Upon receipt of a notice of such resignation resignation, each of the other parties shall use their best efforts to Acquiror and Shareholder Representative specifying select a successor agent within 30 days, but if within that 30 day period 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 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 borne equally by the parties but, in default of which, shall be payable out of the Escrow Documents. A successor escrow agent selected by the resigning Escrow Agent may become the Escrow Agent by confirming in writing its acceptance of the position. Buyer and Sellers each 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 Documents 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 assumed all of the rights and obligations of the Escrow Agent hereunder. Upon receipt of written notice from Xxxxxxxx under this Agreement and Shareholder Representative that a successor escrow agent has been selected and assumed the obligations of Escrow Agent hereunder, resigning 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 responsibilities or 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 partiesunder this Agreement.

Resignation; Successor Escrow Agent. The Escrow Agent (aand any successor escrow agent) Xxxxxx Agent may resign and be discharged from its duties and obligations hereunder at any time by giving no less than thirty (30) calendar resign as such upon 30 days prior written notice to each of the other parties hereto. Upon receipt of a notice of such resignation resignation, each of the other parties shall use their best efforts to Acquiror and Shareholder Representative specifying select a successor agent within 30 days, but if within that 30 day period 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 Escrow Agent has not received a notice executed 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. 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 Company and Purchaser Rep 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 Deposit 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 assumed all of the rights and obligations of the Escrow Agent hereunder. Upon receipt of written notice from Xxxxxxxx under this Agreement and Shareholder Representative that a successor escrow agent has been selected and assumed the obligations of Escrow Agent hereunder, resigning 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 responsibilities or obligations hereunderunder this Agreement. If Acquiror Except as otherwise agreed to in writing by the parties, the Escrow Deposit shall not be released unless and Shareholder Representative have failed to appoint until 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 has been appointed 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 partiesthis Section.