Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement. (b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 11 contracts
Sources: Escrow Agreement, Asset Purchase Agreement (Syncardia Systems Inc), Asset Purchase Agreement (Syncardia Systems Inc)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 7 and 8 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 7 contracts
Sources: Merger Agreement (GCP Sunshine Acquisition, Inc. A Delaware Corp), Agreement and Plan of Merger (American Land Lease Inc), Purchase Agreement (Rex Energy Corp)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement8 hereunder.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 4 contracts
Sources: Escrow Agreement (Forge Group, Inc.), Escrow Agreement (Vericity, Inc.), Escrow Agreement (Positive Physicians Holdings,inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties Co-Issuers specifying a date when such resignation shall take effect. If the Parties Co-Issuers have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 Co-Issuers hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)8 hereunder. In accordance with Section 8(b)8 below, the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 4 contracts
Sources: Escrow Agreement (One Chestnut Realty LLC), Escrow Agreement (Solis Seattle, LLC), Escrow Agreement (Regal 286 Lenox LLC)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section 5. If the Parties have ▇▇▇▇▇▇ has failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Asset (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 3 contracts
Sources: Escrow Agreement (Logiq, Inc.), Escrow Agreement (Collective Audience, Inc.), Escrow Agreement (Collective Audience, Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties other parties hereto specifying a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section 5. If the Parties parties hereto have jointly failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) Escrow Shares and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 3 contracts
Sources: Merger Agreement (FS Development Corp.), Escrow Agreement (FS Development Corp.), Escrow Agreement (BiomX Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days 30 days’ advance notice (pursuant to Section 9) in writing of such resignation to the Parties specifying a date when such resignation shall take effect. By joint written instructions executed by each member of the Founder Group and the Investor, the Founder Group and the Investor shall have the right to terminate their appointment of the Escrow Agent, or successor escrow agent, as Escrow Agent, upon 30 days’ notice to the Escrow Agent. If the Parties Escrow Agent shall resign or be removed or shall otherwise become incapable of acting, the Founder Group and the Investor shall appoint a successor to be the Escrow Agent. If the Founder Group and the Investor have failed to appoint a successor escrow agent prior to the expiration of thirty (30) 30 days after giving notice of such removal or following the receipt of the notice of resignationresignation or incapacity, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties heretoParties. The Escrow Agent’s sole responsibility after such thirty (30) -day notice period expires shall be to hold the Fund Founder Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement7.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further actaction on the part of any Party. The Escrow Agent shall promptly notify the Parties in the event this occurs.
(c) Every successor escrow agent appointed hereunder shall execute, acknowledge and deliver to its predecessor, and also to the Founder Group and the Investor, an instrument in writing accepting such appointment hereunder, and thereupon such successor escrow agent, without any further action, shall become fully vested with all the rights, immunities and powers and shall be subject to all of the duties and obligations, of its predecessor; and, except as provided in Section 5(a), every predecessor escrow agent shall deliver all property and moneys held by it hereunder to such successor escrow agent, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 7.
Appears in 3 contracts
Sources: Escrow Agreement, Stock Purchase Agreement (Double Eagle Acquisition Corp.), Escrow Agreement (WillScot Corp)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the advance joint written notice of resignation, the to 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 heretoAgent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Deposit (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a final, non-appealable court of competent jurisdictionorder, at which time of delivery delivery, Escrow Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall have deliver the right to withhold an amount equal Escrow Deposit to any amount due and owing to the appointed successor escrow agent, at which time Escrow Agent, plus any costs ’s obligations under this Agreement shall cease and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 3 contracts
Sources: Forward Purchase Agreement (Far Point Acquisition Corp), Forward Purchase Agreement (Far Point Acquisition Corp), Merger Agreement (Far Point Acquisition Corp)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days' advance notice in writing of such resignation to the Parties to___________ specifying a date when such resignation a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 5. If the Parties have If__________ has failed to appoint a successor escrow agent Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s 's sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s 's obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Merger Agreement (DFP Healthcare Acquisitions Corp.), Stockholder Support Agreement (DFP Healthcare Acquisitions Corp.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 8 and 9 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act, any provision herein to the contrary notwithstanding.
(c) The Escrow Agent may be removed and discharged from its duties or obligations hereunder at any time whether or not for cause upon mutual agreement by the Parties and by delivery of a joint written notice from the Parties of such removal to the Escrow Agent specifying a date when such removal shall take effect and appointing a successor agent or providing for other appropriate relief. Escrow Agent’s sole responsibility after receipt of such joint written notice shall be to hold the Escrow (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of the joint written notice from the Parties, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Sections 8 and 9 hereunder.
Appears in 2 contracts
Sources: Escrow Agreement (Pharmaceutical Financial Syndicate, LLC), Escrow Agreement (Winston Pharmaceuticals, Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the advance joint written notice of resignation, the to 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 heretoAgent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionorder, at which time of delivery delivery, Escrow Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Fund with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Fund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall have deliver the right to withhold an amount equal Fund to any amount due and owing to the appointed successor escrow agent, at which time Escrow Agent, plus any costs ’s obligations under this Agreement shall cease and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Consent and Limited Waiver Agreement (Aytu Bioscience, Inc), Consent and Limited Waiver Agreement (Aytu Bioscience, Inc)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties parties specifying a date when such resignation shall take effect. If the Parties Managing Owner and the Trust have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionjurisdiction or in accordance with applicable law, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 7 and 8 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold receive from the Managing Owner an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 2 contracts
Sources: Subscription Escrow Agreement, Subscription Escrow Agreement (Brookshire Raw Materials (U.S.) Energy USD Fund)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Escrow Parties specifying a date when such resignation shall take effect. , provided that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section V. If the Escrow Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Asset (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the AgreementVII hereof.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow corporate trust business and assets as whole or substantially as a whole may be transferred, shall be the Escrow Agent under this Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act.
Appears in 2 contracts
Sources: Agreement, Plan of Conversion and Plan of Merger (Mesa Air Group Inc), Escrow Agreement (Mesa Air Group Inc)
Succession. (a) The Earnout Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice (pursuant to Section 10) in writing of such resignation to the Parties specifying a date when such resignation shall take effect. By delivery of joint written instructions by the Parties to the Escrow Agent, the Parties shall have the right to terminate their appointment of the Earnout Escrow Agent, or successor escrow agent, as Earnout Escrow Agent, upon thirty (30) days’ notice to the Earnout Escrow Agent. If the Earnout Escrow Agent shall resign, be removed or otherwise become incapable of acting, the Parties shall appoint a successor to be the Earnout Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days after giving notice of such removal or following the receipt of the notice of resignationresignation or incapacity, the Earnout Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Earnout Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Earnout Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentagent as jointly instructed in writing by the Parties, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery delivery, the Earnout Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)8 hereunder. In accordance with Section 8(b), the The Earnout Escrow Agent shall have the right to withhold monies or property in an amount equal to any amount due and then owing to the Earnout Escrow Agent, plus any costs and expenses the Earnout Escrow Agent shall reasonably believe may be incurred by the Earnout Escrow Agent that the Parties are obligated to indemnify or reimburse the Earnout Escrow Agent for pursuant to this Agreement in connection with the termination of this Agreement, so long as the AgreementEarnout Escrow Agent has previously submitted a written invoice in respect thereof to the Parties that the Parties have not paid within 30 days of receipt of such invoice.
(b) Any entity into which the Earnout Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Earnout Escrow Agent under this Agreement without further actaction on the part of any party hereto. The Earnout Escrow Agent shall promptly notify the Parties in the event this occurs.
(c) Every successor escrow agent appointed hereunder shall execute, acknowledge and deliver to its predecessor, and also to the Parties, an instrument in writing accepting such appointment hereunder, and thereupon such successor escrow agent, without any further action, shall become fully vested with all the rights, immunities and powers and shall be subject to all of the duties and obligations, of its predecessor; and every predecessor escrow agent shall deliver all property and moneys held by it hereunder to such successor escrow agent, at which time of delivery the Earnout Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8.
Appears in 2 contracts
Sources: Earnout Escrow Agreement (Benson Hill, Inc.), Earnout Escrow Agreement (Skillz Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Company, TipTop and the Sponsor, specifying a date when such resignation a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 6. If the Parties Company, TipTop and the Sponsor have failed to appoint a successor escrow agent Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order an Order or judgment judgement of a court of competent jurisdiction, at which time of delivery delivery, the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)8. In accordance with Section 8(b)8, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Merger Agreement (Abri SPAC I, Inc.), Assurance Escrow Agreement (Abri SPAC I, Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute successor escrow agent, if any, in accordance with the directions of the Controlling Agent or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties each of Parent and LPHL specifying a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section 5. If the Parties Parent and LPHL have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) Escrow Shares and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement7 below.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
(c) The Escrow Agent may be removed, with or without cause, and a new escrow agent may be appointed, pursuant to an Instruction, and such Instruction shall authorize the delivery of this Agreement, together with all Escrow Shares then held by the Escrow Agent (and including any dividends due to be paid in respect thereon) and any and all related instruments or documents to a successor escrow agent.
Appears in 2 contracts
Sources: Escrow Agreement (China Cardiovascular Focus LTD), Escrow Agreement (LPH Investments LTD)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to Pubco and the Parties SPAC Representative specifying a date when such resignation a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor ▇▇▇▇▇▇ Agent has been appointed in accordance with this Section 5. If ▇▇▇▇▇ and the Parties SPAC Representative have failed to jointly appoint a successor escrow agent ▇▇▇▇▇▇ Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent ▇▇▇▇▇▇ Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement7 below.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Share Escrow Agreement (PS International Group Ltd.), Share Escrow Agreement (AIB Acquisition Corp)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 Parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Funds (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)8 hereunder. In accordance with Section 8(b)8 below, the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Creative Realities, Inc.), Merger Agreement (Creative Realities, Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) 20 days advance notice in writing of such resignation to the Parties other parties hereto specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for provided that no such resignation shall become effective until the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment which shall be binding upon all accomplished as follows: the Company and the Placement Agent shall use their reasonable best efforts to obtain a successor escrow agent within twenty (20) days of receiving such notice. If the parties hereto. fail to agree upon a successor escrow agent within such time, the Escrow Agent’s sole responsibility after such thirty (30) day notice period expires Agent shall be have the right to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of petition a court of competent jurisdiction to appoint a successor escrow agent authorized to do business in the relevant jurisdiction. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall without further acts, at which time be vested with all the estates, properties, rights, powers, and duties of delivery the predecessor escrow agent as if originally named as escrow agent. The Escrow Agent’s obligations hereunder Agent shall cease thereupon be discharged from any further duties and terminate, subject to the provisions of Section 8(b)liability under this Escrow Agreement. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) . Any entity corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, consolidated shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 2 contracts
Sources: Subscription Escrow Agreement (Nova Lifestyle, Inc.), Subscription Escrow Agreement (Nova Lifestyle, Inc.)
Succession. (a) The Parties, acting jointly, may remove the Escrow Agent at any time, with or without cause, by giving to the Escrow Agent fifteen (15) calendar days’ advance notice in writing of such removal signed by the authorized representatives identified on Schedule 1. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 5. If the Parties have failed to appoint a mutually acceptable successor escrow agent Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Consideration (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow AgentAgent in connection with this Agreement, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Escrow Agreement (Ruiz John Hasan), Escrow Agreement (Ruiz John Hasan)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty sixty (3060) days days’ advance notice in writing of such resignation to ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Parties specifying a date when Voyager Stockholders’ Representative, provided that such resignation shall not take effecteffect until a successor escrow agent has been appointed in accordance with this Section 5. ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative shall agree upon a successor escrow agent. If ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Parties Voyager Stockholders’ Representative have failed to appoint a successor escrow agent prior to the expiration of thirty sixty (3060) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent shall also resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in this Section 5(a). The Escrow Agent’s sole responsibility after such thirty sixty (3060) day notice period expires or upon acceptance of appointment by a successor escrow agent, as applicable, shall be to hold the Fund Escrowed Shares, along with any dividends paid with respect to such Escrowed Shares and delivered in accordance with Section 2(b)(ii) (without any obligation to reinvest the same) such dividends), and to deliver the same to a designated substitute successor escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b), Any successor escrow agent shall execute and deliver to the predecessor Escrow Agent and the parties hereto an instrument accepting such appointment and the transfer of the Escrow Agent shall have the right to withhold an amount equal to Shares and any amount due dividends paid thereon and owing agreeing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination terms of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Escrow Agreement (Covetrus, Inc.), Escrow Agreement (HS Spinco, Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties Company and the Distributor specifying a date when such resignation shall take effect. If the Parties have Company has failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Account (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)8 hereunder. In accordance with Section 8(b)8 below, but subject to the last sentence of Section 7 below, the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Escrow Agreement, Escrow Agreement (Gabelli Go Anywhere Trust)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the advance joint written notice of resignation, to the 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 heretoAgent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionorder, at which time of delivery delivery, Escrow Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent either (a) may interplead the Fund with a court located in the State of Illinois and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Fund; or (b) appoint a successor escrow agent of it own choice. Any appointment of a successor escrow agent shall have be binding upon the right Parties and no appointed successor escrow agent shall be deemed to withhold be an amount equal to any amount due and owing to the agent of Escrow Agent, plus any costs and expenses the . Escrow Agent shall reasonably believe may be incurred by deliver the Fund to any appointed successor escrow agent, at which time Escrow Agent in connection with the termination of the Agreement.
(b) Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Spartan Motors Inc)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties parties specifying a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 5. If the Parties parties have failed to appoint a successor escrow agent Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order an Order or judgment judgement of a court of competent jurisdiction, at which time of delivery delivery, the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7. In accordance with Section 8(b)7, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Merger Agreement (Abri SPAC I, Inc.), Earnout Escrow Agreement (Abri SPAC I, Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) 30 days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If The Escrow Agent shall have the Parties have failed right to appoint a successor escrow agent prior withhold an amount equal to any amount due and owing to the expiration of thirty (30) days following receipt Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the notice of resignation, Escrow Agreement. Any corporation or association into which the Escrow Agent may petition be merged or converted or with which it may be consolidated, or any court corporation or association to which all or substantially all the escrow business of competent jurisdiction for the appointment Escrow Agent’s corporate trust line of a successor escrow agent or for other appropriate reliefbusiness may be transferred, and any such resulting appointment shall be binding upon all of the parties heretoEscrow Agent under this Escrow Agreement without further act. Escrow Agent’s sole responsibility after such thirty (30) -day notice period expires shall be to hold the Fund Escrow Deposit (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject . If the Parties have failed to appoint a successor escrow agent prior to the provisions expiration of Section 8(b). In accordance with Section 8(b)30 days following receipt of the notice of resignation, the 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 have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination binding upon all of the Agreementparties hereto.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 2 contracts
Sources: Stock Purchase and Sale Agreement (Allegro Biodiesel Corp), Escrow Agreement (Diametrics Medical Inc)
Succession. (a) The Earnout Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice (pursuant to Section 10) in writing of such resignation to the Parties specifying a date when such resignation shall take effect. By delivery of joint written instructions by the Parties to the Escrow Agent, the Parties shall have the right to terminate their appointment of the Earnout Escrow Agent, or successor escrow agent, as E▇▇▇▇▇▇ ▇▇▇▇▇▇ Agent, upon thirty (30) days’ notice to the Earnout Escrow Agent. If the Earnout E▇▇▇▇▇ Agent shall resign, be removed or otherwise become incapable of acting, the Parties shall appoint a successor to be the Earnout Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days after giving notice of such removal or following the receipt of the notice of resignationresignation or incapacity, the Earnout Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Earnout Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Earnout Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentagent as jointly instructed in writing by the Parties, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery delivery, the Earnout Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)8 hereunder. In accordance with Section 8(b), the The Earnout Escrow Agent shall have the right to withhold monies or property in an amount equal to any amount due and then owing to the Earnout Escrow Agent, plus any costs and expenses the Earnout Escrow Agent shall reasonably believe may be incurred by the Earnout Escrow Agent that the PubCo is obligated to indemnify or reimburse the Earnout Escrow Agent for pursuant to this Agreement in connection with the termination of this Agreement, so long as the AgreementEarnout Escrow Agent has previously submitted a written invoice in respect thereof to the Parties that the Parties have not paid within 30 days of receipt of such invoice.
(b) Any entity into which the Earnout Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Earnout Escrow Agent under this Agreement without further actaction on the part of any party hereto. The Earnout Escrow Agent shall promptly notify the Parties in the event this occurs.
(c) Every successor escrow agent appointed hereunder shall execute, acknowledge and deliver to its predecessor, and also to the Parties, an instrument in writing accepting such appointment hereunder, and thereupon such successor escrow agent, without any further action, shall become fully vested with all the rights, immunities and powers and shall be subject to all of the duties and obligations, of its predecessor; and every predecessor escrow agent shall deliver all property and moneys held by it hereunder to such successor escrow agent, at which time of delivery the Earnout Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8.
Appears in 2 contracts
Sources: Earnout Escrow Agreement (HCYC Group Co LTD), Earnout Escrow Agreement (StoneBridge Acquisition Corp.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Merger Parties specifying a date when such resignation shall take effect. If the Merger Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 Merger Parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Indemnity Escrow Amount (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 hereunder. In For purposes of determining the number of Escrow Shares, if any, to be withheld by the Escrow Agent in accordance with this Section 8(b5(a), the Escrow Agent shall have the right to withhold an amount equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses Agent (less the amount of Escrow Agent shall reasonably believe may be incurred Cash withheld by the Escrow Agent in connection with the termination of the Agreement.
(bAgent) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be divided by the Escrow Agent under this Agreement without further actWFBI Stock Value.
Appears in 1 contract
Sources: Merger Agreement (WashingtonFirst Bankshares, Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties other parties hereto specifying a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor E▇▇▇▇▇ Agent has been appointed by other parties hereto or in accordance with this Section 5. If the Parties such parties have failed to appoint a successor escrow agent E▇▇▇▇▇ Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent E▇▇▇▇▇ Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares and any Earnings thereon (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order or judgment judgement of a court of competent jurisdiction, at which time of delivery delivery, the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement7 below.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Asset (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 hereunder. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold any cash in its possession or an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the AgreementAgreement divided by the closing price per share on the New York Stock Exchange for Purchaser’s common stock on the immediately preceding trading day.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to Parent and the Parties Designated Monitor specifying a date when such resignation shall take effect. If Parent and the Parties Designated Monitor have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrowed Cash (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 7 and 8 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date (which date shall be at least thirty (30) days after the Parties’ receipt of such notice) when such resignation shall take effect, and the Parties may remove the Escrow Agent by giving the Escrow Agent thirty (30) days advance notice in writing of such removal to the Escrow Agent specifying a date (which date shall be at least thirty (30) days after the Escrow Agent’s receipt of such notice) . If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignationresignation or removal, the 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 Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties Parties hereto. Escrow Agent’s 's sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Assets (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s 's obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 hereunder. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold any cash in its possession or an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the AgreementAgreement divided by the closing price per share on the Toronto Stock Exchange for Greenbrook Shares on the immediately preceding trading day.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (Klein Benjamin)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Company specifying a date when such resignation a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor ▇▇▇▇▇▇ Agent has been appointed in accordance with this Section 5. If the Parties have Company has failed to appoint a successor escrow agent ▇▇▇▇▇▇ Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent ▇▇▇▇▇▇ Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow AgentAgent in connection with this Agreement, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Bonus Shares Escrow Agreement (GCL Global Holdings LTD)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties other parties hereto specifying a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section 5. If the Parties parties hereto have jointly failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) Escrow Shares and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Escrow Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (8i Enterprises Acquisition Corp.)
Succession. (a) 6.1. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) 30 days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties Issuer and Canaccord have failed to appoint a successor escrow agent prior to the expiration of thirty (30) 30 days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) 30 day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 7 and 8 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) 6.2. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (Vuzix Corp)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the days’ advance joint written notice of resignation, the to 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 heretoAgent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionorder, at which time of delivery delivery, Escrow Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Fund with a court located in the State of Texas and the documented costs and expenses incurred in connection with such proceeding (including, without limitation, reasonable and documented attorney’s fees which are incurred in connection with such proceeding) may be charged against and withdrawn from the Fund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall have deliver the right to withhold an amount equal Fund to any amount due and owing to the appointed successor escrow agent, at which time Escrow Agent, plus any costs ’s obligations under this Agreement shall cease and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Callon Petroleum Co)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund each Account (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 7 and 8 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Asset (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 hereunder. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold any cash in its possession or an amount of Escrowed Shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the AgreementAgreement divided by the closing price per share on the principal national or regional stock exchange for Buyer’s Common Stock on the immediately preceding Trading Day.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession.
(a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty forty five (3045) days days’ advance notice in writing of such resignation to Parent and the Parties Company Representatives, specifying a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor ▇▇▇▇▇▇ Agent has been appointed in accordance with this Section 5. If Parent and the Parties Company Representatives have failed to appoint a successor escrow agent ▇▇▇▇▇▇ Agent prior to the expiration of thirty forty five (3045) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent ▇▇▇▇▇▇ Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty forty five (3045) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order an Order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7. In accordance with Section 8(b)7, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement..
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act..
Appears in 1 contract
Sources: Stock Escrow Agreement (Digital Health Acquisition Corp.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignationresignation (it being agreed that the appointment of a successor escrow agent shall require the written consent of each of the Parties), the 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 hereto. Escrow Agent’s 's sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrowed Funds in the Escrow Account (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s 's obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), Sections 7 and 8 hereunder and any liability of the Escrow Agent shall have the right arising hereunder prior to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreementsuch resignation.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s 's sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s 's obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 7 and 8 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.. Form Basic Three Party Escrow Agreement 2 Kevin M Ryan (312) 954-0078 May 2008 kevin.m.ryan@jpmorgan.com
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Escrow Parties specifying a date when such resignation shall take effect. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the escrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act. Escrow Agent’s sole responsibility after such 30-day notice period expires shall be to hold the Escrow Units (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate. If the Escrow Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the advance joint written notice of resignation, the to 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 heretoAgent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionorder, at which time of delivery delivery, Escrow Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Fund with a court located in the State of Delaware and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Fund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall have deliver the right to withhold an amount equal Fund to any amount due and owing to the appointed successor escrow agent, at which time Escrow Agent, plus any costs ’s obligations under this Agreement shall cease and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Sphere specifying a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section 5. If the Parties have Sphere has failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Asset (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (Sphere 3D Corp)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties Designated Monitor specifying a date when such resignation shall take effect. If the Parties have Designated Monitor has failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) Escrowed Assets and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due Sections 7 and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement8 hereunder.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from the performance of its duties or obligations hereunder at any time by giving thirty (30) days advance days’ prior written notice in writing of such resignation to Holdco, the Parties Company and the Representatives specifying a the date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the Upon any such notice of resignation, the Representatives shall jointly issue to Escrow Agent may petition any court a Joint Written Direction authorizing redelivery of competent jurisdiction for the appointment Escrow Property to a bank or trust company that has been retained upon the mutual agreement of a Holdco and Company as successor escrow agent or for other appropriate relief, to Escrow Agent hereunder prior to the effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Property and any such resulting appointment shall be binding upon pay all of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be Property to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute successor escrow agent, if any, after making copies of such records as required by applicable law or in accordance with the directions document retention policies of a final order or judgment of a court of competent jurisdiction, at which time of delivery the retiring Escrow Agent’s obligations hereunder shall cease and terminate. Upon resignation, subject to the provisions of Section 8(b). In accordance with Section 8(b), the retiring Escrow Agent shall have the right be entitled to withhold an amount equal to payment by Holdco and Company, split equally, of any amount amounts due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination performance of its duties and the Agreementexercise of its rights hereunder.
(b) After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which the Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or substantially a majority of all the of Escrow Agent’s escrow business may be transferredtransferred by sale of assets or otherwise, shall be the Escrow Agent under this Agreement without further actact or consent of any party hereto.
Appears in 1 contract
Sources: Escrow Agreement (GL Partners Capital Management LTD)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) 10 days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If The Escrow Agent shall have the Parties have failed right to appoint a successor escrow agent prior withhold an amount equal to any amount due and owing to the expiration of thirty (30) days following receipt Escrow Agent, plus any costs and expenses this Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the notice of resignation, Escrow Agreement. Any corporation or association into which the Escrow Agent may petition be merged or converted or with which it may be consolidated, or any court of competent jurisdiction for the appointment of a successor escrow agent corporation or for other appropriate relief, and any such resulting appointment shall be binding upon association to which all or substantially all of the parties heretoescrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act. The Escrow Agent’s sole responsibility after such thirty (30) 10-day notice period expires shall be to hold the Escrow Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject . If the Parties have failed to appoint a successor escrow agent prior to the provisions expiration of Section 8(b). In accordance with Section 8(b)ten (10) days following receipt of the notice of resignation, the 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 have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination binding upon all of the Agreementparties hereto.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Purchaser and the Stockholder Representative, specifying a date when such resignation a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 5. If the Parties Purchaser and the Stockholder Representative have failed to appoint a successor escrow agent Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s 's sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order an Order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s 's obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b)7. In accordance with Section 8(b)7, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) 10 days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If The Escrow Agent shall have the Parties have failed right to appoint a successor escrow agent prior withhold an amount equal to any amount due and owing to the expiration of thirty (30) days following receipt Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the notice of resignation, Escrow Agreement. Any corporation or association into which the Escrow Agent may petition be merged or converted or with which it may be consolidated, or any court corporation or association to which all or substantially all the escrow business of competent jurisdiction for the appointment Escrow Agent’s corporate trust line of a successor escrow agent or for other appropriate reliefbusiness may be transferred, and any such resulting appointment shall be binding upon all of the parties heretoEscrow Agent under this Escrow Agreement without further act. Escrow Agent’s sole responsibility after such thirty (30) 10-day notice period expires shall be to hold the Fund Escrow Deposit (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject . If the Parties have failed to appoint a successor escrow agent prior to the provisions expiration of Section 8(b). In accordance with Section 8(b)10 days following receipt of the notice of resignation, the 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 have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination binding upon all of the Agreementparties hereto.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (Perficient Inc)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Funds (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 7 and 8 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (National Patent Development Corp)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Company, TipTop and the Sponsor, specifying a date when such resignation a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 6. If the Parties Company, TipTop and the Sponsor have failed to appoint a successor escrow agent Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s 's sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order an Order or judgment judgement of a court of competent jurisdiction, at which time of delivery delivery, the Escrow Agent’s 's obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)8. In accordance with Section 8(b)8, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b)) below, the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Walter Investment Management Corp)
Succession. (a) The Escrow Agent may resign and be discharged (as applicable) from its duties or obligations hereunder (i) if so requested at any time by Sponsor, CareMax Representative and DFHT by providing a joint written notice to the Escrow Agent; or (ii) by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties other parties hereto specifying a date when such resignation shall take effect, provided, that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section 5. If the Parties parties hereto have jointly failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) Escrow Property and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (Deerfield Healthcare Technology Acquisitions Corp.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Asset (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 hereunder. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the AgreementAgreement divided by the closing price per share on the Nasdaq Capital Market for Purchaser’s common stock on the immediately preceding trading day.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to Parent and the Parties Company Representative, specifying a date when such resignation a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 5. If Parent and the Parties Company Representative have failed to appoint a successor escrow agent Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s 's sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order an Order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s 's obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b)7. In accordance with Section 8(b)7, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving not less than thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If Parties, or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the prior joint written notice of resignation, to the 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 heretoAgent. Escrow Agent’s sole responsibility after such applicable thirty (30) day notice period expires shall be to hold the Fund Funds (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionorder, at which time of delivery delivery, Escrow Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Funds to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent either (a) may interplead the Funds with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Funds; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall have be binding upon the right Parties and no appointed successor escrow agent shall be deemed to withhold be an amount equal to any amount due and owing to the agent of Escrow Agent, plus any costs and expenses the . Escrow Agent shall reasonably believe may be incurred by deliver the Funds to any appointed successor escrow agent, at which time Escrow Agent in connection with the termination of the Agreement.
(b) Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Revolving Credit Agreement (Brighthouse Financial, Inc.)
Succession. (a) The Parties, acting jointly, may remove the Escrow Agent at any time, with or without cause, by giving to the Escrow Agent fifteen (15) calendar days’ advance notice in writing of such removal signed by the authorized representatives of each Party. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties specifying a date when such resignation a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section 5. If the Parties Founders and Pogo Royalty have failed to appoint a successor escrow agent ▇▇▇▇▇▇ Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving not less than thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If Parties, or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the prior joint written notice of resignation, to the 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 heretoAgent. Escrow Agent’s sole responsibility after such applicable thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionorder, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent either (a) may interplead the Fund with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Fund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall have be binding upon the right Parties and no appointed successor escrow agent shall be deemed to withhold be an amount equal to any amount due and owing to the agent of Escrow Agent, plus any costs and expenses the . Escrow Agent shall reasonably believe may be incurred by deliver the Fund to any appointed successor escrow agent, at which time Escrow Agent in connection with the termination of the Agreement.
(b) Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Company specifying a date when such resignation a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor ▇▇▇▇▇▇ Agent has been appointed in accordance with this Section 5. If the Parties have Company has failed to appoint a successor escrow agent ▇▇▇▇▇▇ Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent ▇▇▇▇▇▇ Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Purchaser and Sellers’ Representative specifying a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section 5. If the Parties Purchaser and Sellers’ Representative have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares, and if applicable, paid dividends thereon, (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentagent designated by Purchaser and Sellers’ Representative by Instruction, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement7 below.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Plan of Merger and Equity Purchase Agreement (RumbleON, Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) calendar days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) calendar days following receipt of the notice of resignation, the 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 Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) calendar day notice period expires shall be to hold the Escrow Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 7 and 8 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) or the Escrow Note, as applicable, and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b)) below, the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (Walter Investment Management Corp)
Succession. (a) The Escrow Agent Custodian may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties Purchaser specifying a date when such resignation shall take effect. If the Parties have Purchaser has failed to appoint a successor escrow agent Custodian prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent Custodian may petition any court of competent jurisdiction for the appointment of a successor escrow agent Custodian or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Escrow AgentThe Custodian’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Acquired Shares and any cash contained in account or accounts of the Purchaser opened pursuant to Section 4 (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentCustodian, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agentthe Custodian’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)10, 11and 16 hereunder. In accordance with Section 8(b), the Escrow Agent The Custodian shall have the right to withhold an amount equal to any amount due and owing to the Escrow AgentCustodian, plus any costs and expenses the Escrow Agent Custodian shall reasonably believe may be incurred by the Escrow Agent Custodian in connection with the termination of the Custody Agreement.
(b) Any entity into which the Escrow Agent Custodian may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent Custodian under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Funds (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 8 and 9 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any undisputed amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent incurs in connection with the termination of the Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further actaction by the Escrow Agent or the Parties.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties other parties hereto specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty If, after twenty (3020) days following receipt from the date of the its written notice of resignationintent to resign, the Escrow Agent may petition any has not received a written designation, executed by the AREH and ACE Hi, of a successor Escrow Agent, the Escrow Agent shall be permitted to determine, in its sole discretion, either (a) to retain custody of the funds in the Escrow Amount until it receives such designation, or (b) to apply to 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 upon all of the parties hereto. Escrow Agent’s sole responsibility after , following which such thirty (30) day notice period expires appointment the Escrow Agent shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, have no further responsibilities or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)duties hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) . Any entity corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all the escrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (Atlantic Coast Entertainment Holdings Inc)
Succession. (a) a. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) 10 days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) 10 days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) 10 day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)paragraphs 7 and 8 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) b. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Buyer and Seller specifying a date when such resignation a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 5. If the Parties Buyer and Seller have failed to appoint a successor escrow agent Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Share Escrow Agreement (BurgerFi International, Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the advance joint written notice of resignation, the to 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 heretoAgent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionorder, at which time of delivery delivery, Escrow Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Fund with a court located in the State of Texas and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Fund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall have deliver the right to withhold an amount equal Fund to any amount due and owing to the appointed successor escrow agent, at which time Escrow Agent, plus any costs ’s obligations under this Agreement shall cease and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (ProFrac Holding Corp.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Purchaser and Members’ Representative specifying a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 5. If the Parties Purchaser and Members’ Representative have failed to appoint a mutually acceptable successor escrow agent Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow AgentAgent in connection with this Agreement, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Share Escrow Agreement (BurgerFi International, Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s 's sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s 's obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 7 and 8 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may will be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Sources: Put Option Agreement (Hudson Bay Capital Management, L.P.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Purchaser CEO Representative and the Seller Representative specifying a the date when such resignation shall take effect, provided that such resignation shall not take effect until a successor ▇▇▇▇▇▇ Agent has been appointed in accordance with this Section 5. If the Parties Purchaser CEO Representative and Seller Representative have failed to jointly appoint a successor escrow agent ▇▇▇▇▇▇ Agent, mutually acceptable to Purchaser and the Company, prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent ▇▇▇▇▇▇ Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Property (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7. In accordance with Section 8(b)7, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Share Escrow Agreement (Trump Media & Technology Group Corp.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due Sections 7 and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement8 hereunder.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties Company specifying a date when such resignation shall take effect. If the Parties have Company has failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Account (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)8 hereunder. In accordance with Section 8(b)8 below, but subject to the last sentence of Section 7 below, the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent Custodian may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days not less than 45 days’ advance notice in writing of such resignation to the other Parties hereto specifying a date when such resignation shall take effect. If ; and such resignation shall take effect upon the Parties have failed to appoint day specified in such notice unless a successor escrow agent prior shall not have been appointed by the other Parties hereto on such date, in which event such resignation shall not take effect until a successor is appointed. The other Parties hereto shall use their commercially reasonable efforts to make such appointment in a timely fashion, provided that any custodian appointed in succession to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 Custodian shall be binding upon all a bank or trust company organized under the laws of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires any state or a national banking association and shall have capital stock, surplus and undivided earnings aggregating at least $50,000,000 and shall be a bank with trust powers or trust company willing and able to hold accept the Fund (without any obligation office on reasonable and customary terms and authorized by law to reinvest perform all the same) and to deliver the same to a designated substitute escrow agent, if any, duties imposed upon it by this Agreement. Any corporation or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity association into which the Escrow Agent Custodian may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all of the escrow Custodian’s corporate trust line of business may be transferred, shall be the Escrow Agent Custodian under this Agreement without further act. Notwithstanding the foregoing, if no appointment of a successor Custodian shall be made pursuant to the foregoing provisions of this Section 6 within 45 days after the Custodian has given written notice to the other Parties of its resignation as provided in this Section 6, the Custodian may, in its sole discretion, apply to any court of competent jurisdiction to appoint a successor Custodian. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor ▇▇▇▇▇▇▇▇▇.
Appears in 1 contract
Sources: Custodial Agreement
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect, or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days prior joint written notice to the Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s 's sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrowed Funds in the Escrow Account (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s 's obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), Sections 7 and 8 hereunder and any liability of the Escrow Agent shall have the right arising hereunder prior to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreementsuch resignation.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b7(b). In accordance with Section 8(b7(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties parties specifying a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor ▇▇▇▇▇▇ Agent has been appointed in accordance with this Section 5. If the Parties parties have failed to appoint a successor escrow agent ▇▇▇▇▇▇ Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent ▇▇▇▇▇▇ Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Contingent Consideration Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order Final Order or judgment judgement of a court of competent jurisdiction, at which time of delivery delivery, the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7. In accordance with Section 8(b)7, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Contingent Consideration Escrow Agreement (Alliance Entertainment Holding Corp)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) thirty-days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction the Chosen Courts for the appointment of a successor escrow agent within relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be final, binding and non-appealable upon all of the parties heretoParties and the Escrow Agent. The Escrow Agent’s sole responsibility after such thirty (30) thirty-day notice period expires shall be to hold the Fund Escrow Asset (without any obligation to reinvest the same) and ), to deliver the same and any copies of all electronic and physical records maintained by the Escrow Agent pursuant to a Section 14 to the designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionissued by the Chosen Courts, at which time of delivery the Escrow Agent’s rights and obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent 19 or if no such substitute escrow agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agentbeen appointed at such time, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent as set forth in connection with the termination a joint written instruction of the AgreementParties, in each case at the sole cost and expense of the Parties (which shall be shared equally).
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act, including without receiving consent of the Parties (other than the provision of prior written notice to the Parties hereof).
Appears in 1 contract
Sources: Stock Purchase Agreement (Korn Ferry International)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Purchaser and the Stockholder Representative, specifying a date when such resignation a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 5. If the Parties Purchaser and the Stockholder Representative have failed to appoint a successor escrow agent Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order an Order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b)7. In accordance with Section 8(b)7, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent Custodian may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days not less than 45 days’ advance notice in writing of such resignation to the other Parties hereto specifying a date when such resignation shall take effect. If ; and such resignation shall take effect upon the Parties have failed to appoint day specified in such notice unless a successor escrow agent prior shall not have been appointed by the other Parties hereto on such date, in which event such resignation shall not take effect until a successor is appointed. The other Parties hereto shall use their commercially reasonable efforts to make such appointment in a timely fashion, provided that any custodian appointed in succession to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 Custodian shall be binding upon all a bank or trust company organized under the laws of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires any state or a national banking association and shall have capital stock, surplus and undivided earnings aggregating at least $50,000,000 and shall be a bank with trust powers or trust company willing and able to hold accept the Fund (without any obligation office on reasonable and customary terms and authorized by law to reinvest perform all the same) and to deliver the same to a designated substitute escrow agent, if any, duties imposed upon it by this Agreement. Any corporation or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity association into which the Escrow Agent Custodian may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all of the escrow Custodian’s corporate trust line of business may be transferred, shall be the Escrow Agent Custodian under this Agreement without further act. Notwithstanding the foregoing, if no appointment of a successor Custodian shall be made pursuant to the foregoing provisions of this Section 6 within 45 days after the Custodian has given written notice to the other Parties of its resignation as provided in this Section 6, the Custodian may, in its sole discretion, apply to any court of competent jurisdiction to appoint a successor Custodian. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor ▇▇▇▇▇▇▇▇▇.
Appears in 1 contract
Sources: Custodial Agreement
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the advance joint written notice of resignation, to the 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 heretoAgent. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) Escrow Funds and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionorder, at which time of delivery delivery, the Escrow Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Funds to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, the Escrow Agent either (a) may interplead the Escrow Funds with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Funds; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall have be binding upon the right Parties and no appointed successor escrow agent shall be deemed to withhold be an amount equal to any amount due and owing to agent of the Escrow Agent, plus any costs and expenses the . The Escrow Agent shall reasonably believe may be incurred by deliver the Escrow Agent in connection with Funds to any appointed successor escrow agent, at which time the termination of the Agreement.
(b) Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrowed Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)9 hereunder. In accordance with Section 8(b)9 below, the Escrow Agent shall have the right to withhold an amount of shares equal to 50% of any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the AgreementAgreement divided by the closing price per share on the principal trading market for Buyer’s common stock on the immediately preceding trading day.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date (which date shall be at least thirty (30) days after the Parties’ receipt of such notice) when such resignation shall take effect, and the Parties may remove the Escrow Agent by giving the Escrow Agent thirty (30) days advance notice in writing of such removal to the Escrow Agent specifying a date (which date shall be at least thirty (30) days after the Escrow Agent’s receipt of such notice). If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignationresignation or removal, the 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 Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving not less than thirty (30) days days’ advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If Parties, or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the days’ advance joint written notice of resignation, the to 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 heretoAgent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires resignation or removal becomes effective shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionorder, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date or removal date, Escrow Agent may either (a) interplead the Fund with a court located in the State of South Carolina and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Fund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall have deliver the right to withhold an amount equal Fund to any amount due and owing to the appointed successor escrow agent, at which time Escrow Agent, plus any costs ’s obligations under this Agreement shall cease and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Agreement to Transact
Succession. (a) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by giving written notice to Buyer and the Shareholders’ Representative and delivering the Escrow Fund to any successor Escrow Agent jointly designated by Buyer and the Shareholders’ Representative in writing, or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from its duties any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent will take effect on the earlier of (i) the appointment of a successor (including by a court of competent jurisdiction) or obligations hereunder by giving (ii) the day which is thirty (30) days advance after the date of delivery of its written notice in writing of such resignation to the Parties specifying a date when such resignation shall take effectother parties hereto. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, at that time the Escrow Agent may petition any court of competent jurisdiction for the appointment has not received a designation of a successor escrow agent or for other appropriate reliefEscrow Agent, and any such resulting appointment shall be binding upon all of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires that time shall be to hold safekeep the Escrow Fund (without any obligation to reinvest the same) and to deliver the same until receipt of a designation of successor Escrow Agent pursuant to a designated substitute escrow agent, if any, Joint Instruction or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Final Resolution. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) . Any entity corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all the escrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (Quadramed Corp)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court in the State of competent jurisdiction New York for the appointment of a successor escrow agent within the State of New York or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)8 hereunder. In accordance with Section 8(b)8 below, the Escrow Agent shall have the right to withhold an amount of Parent common shares equal to the quotient of (i) any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
Agreement divided by (bii) the closing price per share on NASDAQ for Parent common shares on the immediately preceding trading day. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Asset Purchase Agreement (DraftDay Fantasy Sports, Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the notice of resignation, the advance Joint Written Instruction to 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 heretoAgent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionorder, at which time of delivery delivery, Escrow Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either interplead the Fund with a court located in the State of Delaware and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Fund. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall have deliver the right to withhold an amount equal Fund to any amount due and owing to the appointed successor escrow agent, at which time Escrow Agent, plus any costs ’s obligations under this Agreement shall cease and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged (as applicable) from its duties or obligations hereunder (i) if so requested at any time by Sponsor, IMC Parent and DFHT by providing a joint written notice to the Escrow Agent; or (ii) by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties other parties hereto specifying a date when such resignation shall take effect, provided, that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section 5. If the Parties parties hereto have jointly failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) Escrow Property and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (Deerfield Healthcare Technology Acquisitions Corp.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties other parties hereto specifying a date when such resignation shall take effect. If The Escrow Agent may be removed and replaced following the Parties have failed to appoint a successor escrow agent prior to the expiration giving of thirty (30) days following receipt of the prior written notice of resignation, to the Escrow Agent by Mascoma and the Celsys Stockholders Representative. In either event, the duties of the Escrow Agent shall terminate thirty (30) days after receipt of such notice (or as of such earlier date as may petition any court be mutually agreeable); and the Escrow Agent shall then deliver the balance of competent jurisdiction for the appointment of Escrow Account to a successor escrow agent or for other appropriate relief, and any such resulting appointment as shall be binding upon all of appointed by the other parties hereto. hereto as evidenced by a written notice executed by Mascoma and the Celsys Stockholders Representative and submitted to the Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may will be incurred by the Escrow Agent in connection with the termination resignation or removal of the Escrow Agreement.
(b) . Any entity corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all the escrow business of the Escrow Agent’s line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further actaction of any of the parties.
Appears in 1 contract
Sources: Merger Agreement (Mascoma Corp)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 Parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)) of this Escrow Agreement. In accordance with Section 8(b)) of this Escrow Agreement, the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Escrow Agreement.
(b) Any entity into which the Escrow Agent may be is merged or converted or with which it may be is consolidated, shall, upon delivery of written notice of such merger, conversion or any entity consolidation to which all or substantially all the escrow business may be transferredParties by the Escrow Agent, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Sources: Merger Agreement (International Rectifier Corp /De/)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 9 and 10 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (Pet DRx CORP)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days at least 30 days' advance notice in writing of such resignation to the Parties other parties hereto specifying a date when such resignation shall take effect. The Escrow Agent may also be removed, with or without cause, by Everbright and the Company at any time by the giving of at least 30 days' prior written notice to Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided herein below. Upon any such notice of resignation or removal, Everbright and the Company jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank or trust company headquartered in the United States of America that holds assets in excess of one billion dollars ($1,000,000,000). Any corporation or association into which the Escrow Agent may be merged or which it may be consolidated, shall be the Escrow Agent under this Agreement without further act. The Escrow Agent's sole responsibility after such 30-day notice period expires shall be to hold the Escrow Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction or final arbitration award, at which time of delivery the Escrow Agent's obligations hereunder shall cease and terminate. If the Parties parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) within 60 days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties Parent specifying a date when such resignation shall take effect. , provided that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section V. If the Parties have Parent has failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the 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 hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Asset (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)VII hereof. In accordance with Section 8(b)VII hereof, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Asset (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 hereunder. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold any cash in its possession or an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the AgreementAgreement divided by the closing price per share on the primary trading market for Purchaser’s common stock on the immediately preceding trading day.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Escrow Agreement (CytoDyn Inc.)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If or may be removed, with or without cause, by the Parties have failed to appoint a successor escrow agent prior to the expiration of at any time after giving not less than thirty (30) days following receipt of the days’ advance joint written notice of resignation, the to 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 heretoAgent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdictionorder, at which time of delivery Escrow delivery, ▇▇▇▇▇▇ Agent’s obligations hereunder shall cease and terminate, subject . If prior to the provisions of Section 8(b). In accordance with Section 8(b)effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Fund with a court located in the State of Texas and the documented costs and expenses incurred in connection with such proceeding (including, without limitation, reasonable and documented attorney’s fees which are incurred in connection with such proceeding) may be charged against and withdrawn from the Fund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall have deliver the right to withhold an amount equal Fund to any amount due and owing to the appointed successor escrow agent, at which time Escrow Agent, plus any costs ’s obligations under this Agreement shall cease and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Agreement.
(b) terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Callon Petroleum Co)
Succession. (a) The Escrow Agent may resign at any time upon giving the other parties hereto 30 days; notice to that effect. In that event the successor Escrow Agent shall be such person, firm, or corporation as the Purchaser and the Sellers shall mutually select. It is understood and agreed that the Escrow Agent's resignation shall not be discharged from its duties or obligations effective until a successor escrow agent agrees to act hereunder; provided, however, that in the event no successor Escrow Agent is appointed and acting hereunder by giving thirty (30) within 30 days advance notice in writing of such resignation to notice, the Parties specifying Escrow Agent may pay and deliver the Escrow Fund into a date when such resignation shall take effect. If court of competent jurisdiction; and provided further, that the Parties have failed to Escrow Agent may appoint a successor escrow agent prior hereunder at any time so long as such successor shall accept and agree to be bound by the expiration terms of thirty (30) days following receipt of the notice of resignation, the 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 heretothis Agreement. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b). In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) . Any entity corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all the escrow business of the Escrow Agent's corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.
Appears in 1 contract
Sources: Share Purchase Agreement (Quipp Inc)
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Asset (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)7 hereunder. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the AgreementAgreement divided by the closing price per share on the Nasdaq Global Market for Purchaser’s common stock on the immediately preceding trading day.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty sixty (3060) days advance notice in writing of such resignation to the Parties specifying a date when such resignation shall take effect. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty ofsixty (3060) days following receipt of the notice of resignation, the 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 hereto. Escrow Agent’s sole responsibility after such thirty sixty (3060) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 8(b)Sections 7 and 8 hereunder. In accordance with Section 8(b), the The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract
Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days days’ advance notice in writing of such resignation to the Parties specifying a date when such resignation a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 5. If the Parties have [ ] has failed to appoint a successor escrow agent Escrow Agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund Escrow Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, or in accordance with the directions of a final order or judgment judgement of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations hereunder shall cease ease and terminate, subject to the provisions of Section 8(b)7 below. In accordance with Section 8(b)7 below, the Escrow Agent shall have the right to withhold withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the this Agreement.
(b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.
Appears in 1 contract