TERMINATION OF ESCROW AGENT. The Escrow Agent may be discharged from its duties under this Agreement upon thirty days (30) written notice from the Issuer and Broker and upon the payment of any and all costs and fees due to Escrow Agent. In such event, the Escrow Agent shall be entitled to rely upon written instructions from the Issuer and Broker as to the disposition and delivery of the Escrow Funds. Upon thirty (30) days after receipt of such written notice of termination, if no successor has been named, the Escrow Agent shall immediately cease further action under this Agreement and shall have no further obligations hereunder except to hold the Escrow Funds as a depository.
TERMINATION OF ESCROW AGENT. Upon the first to occur of (i) the termination of the Escrow Period (and the occurrence of the related distribution(s)), (ii) the disbursement of all amounts in the Escrow Funds pursuant to one or more Joint Written Directions, into court pursuant to Section 6 hereof, in accordance with applicable state escheatment and unclaimed property laws or otherwise (iii) the resignation of Escrow Agent or (iv) mutual agreement of Holder Representative and Parent Representative, Escrow Agent shall be released from its obligations hereunder and Escrow Agent shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds. The obligations of Parent and the Holders continue to exist notwithstanding the termination or discharge of Escrow Agent’s obligations or liabilities hereunder until the obligations of Parent and the Holders have been fully performed.
TERMINATION OF ESCROW AGENT. Escrow Agent may be discharged from its duties under this Agreement upon thirty (30) days’ joint written notice from Depositor and Secured Party and upon the payment of any and all costs and fees due to Escrow Agent. In such event, Escrow Agent shall be entitled to rely in good faith upon written instructions from Depositor and Secured Party as to the disposition and delivery of the Escrowed Property. Upon thirty (30) days after receipt of such written notice of termination, if no successor has been named, Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable and documented external attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by Depositor.
TERMINATION OF ESCROW AGENT. Upon the first to occur of (i) the termination of the Escrow Period (subject to the occurrence of the related distribution(s)), (ii) the disbursement of all amounts in the Indemnity Escrow Account or (iii) the resignation of the Escrow Agent, Escrow Agent shall be released from its obligations hereunder and the Escrow Agent shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Assets except with respect to any liability in connection with Escrow Agent’s fraud, gross negligence, or willful misconduct. The obligations of the Parties continue to exist notwithstanding the termination or discharge of the Escrow Agent’s obligations or liabilities hereunder until the respective obligations of the Parties have been fully performed.
TERMINATION OF ESCROW AGENT. The Fund may terminate the --------------------------- appointment of the Escrow Agent hereunder upon at least thirty (30) business days' notice specifying the date upon which such termination shall take effect. In the event of such termination, the Fund shall within thirty (30) days of such notice appoint a Successor Escrow Agent and execute with such Successor Escrow Agent an escrow agreement to succeed this Agreement. Upon notice from the Fund, the Escrow Agent shall turn over to such Successor Escrow Agent the Escrow Fund. If no Successor Escrow Agent is appointed, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow Fund, unless ordered to act as directed by the orders of a court of competent jurisdiction.
TERMINATION OF ESCROW AGENT. Newco and AP Biotech acting together shall have the right to terminate the appointment of the Escrow Agent hereunder by giving notice in writing of such termination to the Escrow Agent, specifying the date upon which such termination shall take effect. Prior to the date of such termination, Newco and AP Biotech agree that they will jointly appoint a banking corporation, trust company, attorney or other person as successor Escrow Agent. Upon receipt of joint written instructions from Newco and AP Biotech designating the successor Escrow Agent, the Escrow Agent shall promptly deliver to such successor Escrow Agent all of the Escrow in accordance with such instructions and upon receipt of the Escrow, the successor Escrow Agent shall thereupon be bound by all of the provisions hereof. In the event that the Escrow Agent does not receive such instructions prior to the date of termination of the Escrow Agent's duties hereunder, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow as depositary.
TERMINATION OF ESCROW AGENT. Upon the first to occur of (i) the termination of the Escrow Period (and the occurrence of the related distribution(s)), (ii) the disbursement of all Escrowed Securities pursuant to one or more Joint Written Directions, into court pursuant to Section 6 hereof, in accordance with applicable state escheatment and unclaimed property laws or otherwise or (iii) the resignation of Escrow Agent, Escrow Agent shall be released from its obligations hereunder and Escrow Agent shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrowed Securities. The obligations of Sinclair HoldCo and HFS continue to exist notwithstanding the termination or discharge of Escrow Agent’s obligations or liabilities hereunder until the obligations of Sinclair HoldCo and HFS have been fully performed.
TERMINATION OF ESCROW AGENT. Upon the first to occur of (i) the termination of the Escrow Period (subject to the occurrence of the related distribution(s)), (ii) the disbursement of all amounts in the Escrow Account or (iii) the resignation of the Escrow Agent, Escrow Agent shall be released from its obligations hereunder and the Escrow Agent shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Assets other than those obligations under Section 6 that extend beyond termination. The obligations of Issuer and the Investor continue to exist notwithstanding the termination or discharge of the Escrow Agent’s obligations or liabilities hereunder until the obligations of Issuer and the Investor have been fully performed.
TERMINATION OF ESCROW AGENT. The Escrow Agent may be discharged from its duties under this Agreement, with or without cause, by the Depositor and the Secured Party, acting jointly, upon ten (10) calendar days written notice from the Depositor and the Secured Party and upon the payment of any and all costs and fees due to Escrow Agent. In such event, the Escrow Agent shall be entitled to rely upon written instructions signed by the Depositor and the Secured Party as to the disposition and delivery of the Escrow Fund. Upon thirty (30) calendar days after receipt of such written notice of termination, if no successor has been named, the Escrow Agent shall immediately cease further action under this Agreement and shall have no further obligations hereunder except to hold the Escrow Fund as a depository.
TERMINATION OF ESCROW AGENT. Upon the first to occur of (i) the disbursement of the entire Escrow Property pursuant to Section 8(a) or Section 8(b) or Section 8(c), or (ii) the resignation of Escrow Agent, Escrow Agent shall be released from its obligations hereunder and shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Property. The obligations of Holdco and the Company continue to exist notwithstanding the termination or discharge of Escrow Agent’s obligations or liabilities hereunder until the obligations of Holdco and the Company have been fully performed.
