Successor Escrow Agent Sample Clauses

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to Parent and the Shareholders' Agent. Such resignation shall take effect not less than 30 days after such resignation is given to Parent and the Shareholders' Agent. In such an event, Parent may appoint a successor Escrow Agent. If Parent fails to appoint a successor within 15 business days after receiving the Escrow Agent's written resignation, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent. The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment, and the successor Escrow Agent shall, without further acts, be vested with all the estates, property rights, powers and duties of the predecessor Escrow Agent as if originally named as Escrow Agent herein. The Escrow Agent shall act in accordance with written instructions from Parent and the Shareholders' Agent (or, if applicable, from a court of competent jurisdiction) as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ Representative. If Parent fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent. The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment, and the successor Escrow Agent shall, without further acts, be vested with all the estates, property rights, powers and duties of the predecessor Escrow Agent as if originally named as Escrow Agent herein. The Escrow Agent shall act in accordance with written instructions from Parent reasonably acceptable to Stockholders’ Representative as to the transfer of the Escrow Fund to a successor escrow agent. 10.2 Any bank or trust company into which the Escrow Agent may be merged or with which it may be consolidated, or any bank or trust company to whom the Escrow Agent may transfer a substantial amount of its escrow business, shall be the successor to the Escrow Agent without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding.

Successor Escrow Agent. In the event that the Escrow Agent becomes unwilling or unable to continue as escrow agent under this Agreement, such Escrow Agent (the “Departing Escrow Agent”) may resign by delivering a written notice of resignation to the Surviving Corporation, the Sytera Stockholders’ Representative and the Sirion Shareholders’ Representative, which resignation shall take effect not less than thirty (30) days following the date such notice of resignation is delivered to the Surviving Corporation, the Sytera Stockholders’ Representative and the Sirion Shareholders’ Representative. In connection with any such resignation of the Departing Escrow Agent, the Surviving Corporation, the Sytera Stockholders’ Representative and the Sirion Shareholders’ Representative shall mutually appoint a successor Escrow Agent (the “Successor Escrow Agent”) within fifteen (15) days following their receipt of the Departing Escrow Agent’s notice of resignation; provided, however, that if the Surviving Corporation, the Sytera Stockholders’ Representative and the Sirion Shareholders’ Representative fail to appoint a Successor Escrow Agent prior to the end of such fifteen (15) day period, the Departing Escrow Agent shall be entitled to apply to any court of competent jurisdiction for the appointment of a Successor Escrow Agent. Any Successor Escrow Agent appointed pursuant to this Section 1.4 shall execute and deliver to the Surviving Corporation, the Sytera Stockholders’ Representative, the Sirion Shareholders’ Representative and the Departing Escrow Agent an instrument accepting such appointment, at which time the Successor Escrow Agent shall, without any further action, be automatically vested with all the estates, property rights, powers, duties and responsibilities of the Departing Escrow Agent as if such Successor Escrow Agent were originally named as Escrow Agent herein. The Departing Escrow Agent shall act in accordance with written instructions from the Surviving Corporation, the Sytera Stockholders’ Representative and the Sirion Shareholders’ Representative as to the transfer of the Escrow Fund to any Successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving resignation to the parties to this Escrow Agreement, specifying not less than 60 calendar days' prior written notice of the date when such resignation shall take effect. Isonics may appoint a successor Escrow Agent without the consent of the Agent so long as such successor is a bank with assets of at least $100 million, and may appoint any other successor Escrow Agent with the consent of the Agent, which consent shall not be unreasonably withheld. If, within such notice period, Isonics provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor.

Successor Escrow Agent. The Escrow Agent, or any successor, may resign ---------------------- at any time upon giving written notice to AOLA, AOLB and Itau thirty (30) days before such resignation shall take effect. In addition, AOLA, AOLB and Itau may terminate the Escrow Agent's appointment as escrow agent upon giving written notice (jointly signed by AOLA, AOLB and Itau) to the Escrow Agent thirty (30) days before such termination shall take effect. If the Escrow Agent shall resign, be terminated or be unable to serve, then it shall be succeeded by a successor escrow agent jointly named by AOLA, AOLB and Itau in such thirty (30) day period, or if no such appointment is made by that time, then appointed by a court of competent jurisdiction upon petition by the Escrow Agent, AOLA, AOLB or Itau (in which action the other parties shall be afforded a reasonable opportunity to participate) to appoint a successor escrow agent. The Escrow Agent so removed shall deliver the Notes or any documents held in escrow hereunder to its successor and shall thereupon be discharged, and the successor shall thereupon succeed to all of the rights, powers and duties and shall assume all of the obligations of the Escrow Agent originally named in this Escrow Agreement. Upon such delivery of the Notes and any other documents, the Escrow Agent shall have no further duties, responsibilities or obligations under this Escrow Agreement. The successor Escrow Agent shall be a United States bank or trust company with assets of at least $50,000,000 and with a place of business in New York, New York.

Successor Escrow Agent. (a) The Escrow Agent (and any successor escrow agent) may at any time resign as such by delivering the Escrow Shares to any successor escrow agent jointly designated in writing by InSite, Newco and the Stockholders, or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The resignation of the Escrow Agent shall take effect on the earlier of the appointment of a successor escrow agent or the day which is thirty (30) days after the date of delivery of the Escrow Agent's written notice of resignation to the other parties hereto. In the event that a successor escrow agent has not been appointed at the expiration of such thirty (30) day period, the Escrow Agent's sole responsibility hereunder shall be the safekeeping of the Escrow Shares and to deliver all or any portion thereof as may be specified in a written agreement signed by all the other parties to this Agreement or as any court of competent jurisdiction may order. (b) If the Escrow Agent receives a written notice signed by InSite, Newco and the Stockholders stating that they have selected another escrow agent, the Escrow Agent shall deliver the Escrow Shares to the successor escrow agent named in the aforesaid notice within ten (10) days.

Successor Escrow Agent. If the Escrow Agent consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting surviving or transferee corporation without any further act shall be the successor Escrow Agent, provided that such corporation be eligible under this Agreement.

Successor Escrow Agent. The Escrow Agent may be replaced upon providing ninety (90) days written notice to the Escrow Agent from the Beneficiary or the Grantor. The Escrow Agent may resign after giving ninety (90) days written notice to the Grantor and the Beneficiary. In either event, upon written concurrence of the Beneficiary, the Grantor will appoint a successor ▇▇▇▇▇▇ Agent who will have the same powers and duties as those conferred upon the Escrow Agent hereunder. Upon acceptance of the appointment of a successor ▇▇▇▇▇▇ Agent by ▇▇▇▇, the successor Escrow Agent and the Grantor will sign a new Escrow Agreement with identical terms as this Escrow Agreement and forward it to EGLE for signature. Upon EGLE signature, the Escrow Agent will assign, transfer, and pay over to the successor Escrow Agent, the funds then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of the resignation of the Escrow Agent, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor ▇▇▇▇▇▇ Agent or for instructions. The successor Escrow Agent shall notify the Beneficiary, the Grantor, and the present Escrow Agent in writing by certified mail of the date upon which it will assume administration of the Fund ten at least ten (10) days before such change becomes effective. Any expenses incurred by the Escrow Agent as a result of any of the actions performed under this Section will be paid as provided in Section X (Taxes and Expenses).

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity hereunder, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the Parties to this Escrow Agreement, not less than 60 days' prior to the date when such resignation shall take effect. BRI may appoint a successor Escrow Agent so long as such successor is a bank with assets of at least $500 million. If, within such notice period, BRI provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of the Letter of Credit, the Cash Collateral or any Escrow Fund then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer the Letter of Credit, the Cash Collateral and such Escrow Fund to such designated successor. If no successor escrow agent is named by BRI within such notice period, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor escrow agent.