Resignation and Removal of Escrow Agent. Escrow Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) days' prior written notice to the parties or may be removed, with or without cause, by the parties, acting jointly, by furnishing a Joint Written Direction to Escrow Agent, at any time by the giving of ten (10) days' prior written notice to Escrow Agent as provided herein below. Upon any such notice of resignation or removal, the representatives of the Investor(s) and the Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000.00. Upon the acceptance in writing of any appointment of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow 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 Escrow Agreement. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.
Resignation and Removal of Escrow Agent. The Escrow Agent may at any time resign and be discharged of the duties and obligations created by this Escrow Agreement by giving at least sixty (60) days' written notice to the Corporation and the Underwriter; the Escrow Agent may be removed at any time upon sixty (60) days' notice by an instrument purportedly signed by an authorized person of the Corporation and the Underwriter. Any successor Escrow Agent shall be appointed and approved by the Corporation and the Underwriter. Any such successor Escrow Agent shall deliver to the former Escrow Agent a written instrument, acknowledged by the Corporation and the Underwriter, accepting such appointment hereunder and thereupon it shall take delivery of the Escrow Fund to hold and distribute in accordance with the terms hereof. If no successor Escrow Agent shall have been appointed within thirty (30) days after the Corporation and the Underwriter are notified of the Escrow Agent's resignation, the Escrow Agent shall return the Escrow Fund to the Subscribers in accordance with the procedure set forth in Section 4(c). Upon the delivery of the Escrow Fund in accordance with this Section 7, the Escrow Agent shall be discharged from any further duties hereunder.
Resignation and Removal of Escrow Agent. Escrow Agent may resign at any time from its obligations under this Escrow Agreement by providing written notice to Company and Dealer Manager. Such resignation shall be effective on the date specified in such notice, which shall be not less than thirty (30) days after such written notice has been given. In addition, Company and Dealer Manager may jointly remove Escrow Agent as the escrow agent at any time with or without cause, by a written instrument executed by both of them (which may be executed in counterparts) given to Escrow Agent, which instrument shall designate the effective date of such removal. In the event of any such resignation or removal, a successor escrow agent, which shall be a bank or trust company organized under the laws of the United States of America, shall be appointed by the mutual agreement of Company and Dealer Manager. Any such successor escrow agent shall deliver to Company and Dealer Manager a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of Escrow Agent hereunder and shall be entitled to receive the Escrow Account. If no successor escrow agent is named by Company and Dealer Manager, Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.
Resignation and Removal of Escrow Agent. Escrow Agent may resign from the performance of its duties hereunder at any time by giving ten (10) days’ prior written notice to the Underwriter and Issuer or may be removed, with or without cause, by the Underwriter and Issuer, acting jointly by furnishing a writing signed by the Issuer and the Underwriter to Escrow Agent, at any time by the giving of ten (10) 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, the Issuer and the Underwriter, jointly, shall appoint a successor Escrow Agent hereunder. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such
Resignation and Removal of Escrow Agent. The Escrow Agent may at any time resign and be discharged of the duties and obligations hereunder by giving at least thirty
Resignation and Removal of Escrow Agent. Escrow Agent may resign from the performance of its duties hereunder at any time by giving ten (10) days' prior written notice to Company or may be removed, with or without cause, by Company, in writing, at any time by the giving of ten (10) 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, Company shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as escrow agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow 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 Escrow Agreement.
Resignation and Removal of Escrow Agent. (a) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving written notice of its resignation to each of the parties hereto, at their respective addresses set forth in Section 9 of this Agreement, at least thirty (30) days prior to the date specified for any such resignation to take effect. The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing delivered to the Escrow Agent and signed by each of the parties hereto (other than the Escrow Agent).
(b) If at any time the Escrow Agent shall resign or shall be removed in accordance with the provisions of clause (a) above, RCM and the Acquiree Shareholder shall use their respective best efforts to jointly appoint a successor escrow agent under this Agreement. In the event of the resignation or removal of the Escrow Agent, if no appointment of a successor escrow agent shall have been made pursuant to the preceding sentence within the thirty (30) days period referred to in the first sentence of paragraph (a) above, then the retiring Escrow Agent may apply to any court of competent jurisdiction to appoint a successor escrow agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor escrow agent hereunder.
Resignation and Removal of Escrow Agent. The Escrow Agent or any --------------------------------------- successor to it may resign and be discharged of its duties and obligations hereunder by delivering written notice to BEA and Seller specifying the effective date of such resignation, which date shall not be earlier than 30 days following the receipt by BEA and Seller of such notice of resignation. Such resignation shall take effect on the date specified in the notice of resignation, unless a successor escrow agent has been appointed in accordance with the provisions of Section 11 and has accepted such appointment, in which case such resignation shall take effect immediately upon receipt by such successor escrow agent of the Escrowed Funds. The Escrow Agent may be removed by the joint action of BEA and Seller, with or without cause, at any time upon not less than ten (10) days' prior written notice to the Escrow Agent, which notice may be waived by the Escrow Agent. Notwithstanding any resignation or removal of the Escrow Agent pursuant to this Section 9, the Escrow Agent shall continue to serve in its capacity as escrow agent until (a) a successor escrow agent is appointed in accordance with the provisions of Section 10 and has accepted such appointment and (b) the Escrowed Funds have been transferred to and received by such successor escrow agent.
Resignation and Removal of Escrow Agent. The Escrow Agent may resign at any time or be removed by the mutual consent of Parent Bank and the Former Stakeholders upon notice given at least 30 days before the effective date of such resignation or removal; provided that no resignation or removal of the Escrow Agent and no appointment of a successor Escrow Agent shall be effective unless and until the successor Escrow Agent accepts its appointment as Escrow Agent in accordance with this Section 5. If the Escrow Agent resigns or is removed but Parent Bank and the Former Stakeholder Representative fail to agree upon a successor Escrow Agent within 30 days after they receive notice of such resignation or removal, then Parent Bank shall have the right to appoint a successor Escrow Agent which shall be a commercial bank or trust company having a combined capital and surplus of at least $50,000,000. Any successor Escrow Agent, whether appointed by the mutual agreement of Parent Bank and the Former Stakeholder Representative or otherwise, shall execute and deliver to the predecessor Escrow Agent an instrument accepting such appointment, and thereupon such successor Escrow Agent shall, without further act, become vested with all the estates, properties, rights, powers and duties of the predecessor Escrow Agent as if originally named herein.
Resignation and Removal of Escrow Agent. Escrow Agent may resign by giving notice in writing of such resignation to each other party hereto, specifying a date not less than sixty (60) days after the date of such notice when such resignation shall become effective. Escrow Agent may be removed at any time with the written consent of each of the other parties hereto. If Escrow Agent shall resign or be removed, Seller and Purchaser shall appoint, as soon as possible, a successor Escrow Agent. Any successor Escrow Agent shall be deemed to have qualified as Escrow Agent and to have accepted the responsibilities hereunder when such successor shall have executed three (3) counterparts of this Agreement and shall have delivered one (1) counterpart to each of Seller and Purchaser. Upon such qualification and acceptance, the rights, powers, duties and obligations of the original Escrow Agent hereunder shall be possessed and assumed by the successor Escrow Agent with the same effect as though such successor had originally been Escrow Agent under this Agreement.
