Common use of Resignation and Removal of Escrow Agent Clause in Contracts

Resignation and Removal of Escrow Agent. Escrow Agent or any successor to it may resign and be discharged of its duties and obligations hereunder (other than obligations of Escrow Agent arising before the resignation date and not discharged as of that date) by delivering written notice to Buyer and the Seller Representative specifying the effective date of such resignation, which date must not be earlier than 30 days following the receipt by Buyer and the Seller Representative of the notice of resignation. Such resignation will 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 22 and has accepted such appointment at an earlier date, in which case such resignation will take effect immediately upon receipt by such successor escrow agent of the Escrow Fund. Escrow Agent maybe removed by the joint action of Buyer and the Seller Representative, with or without cause, at any time upon 30 days' prior written notice to Escrow Agent, which notice may be waived by Escrow Agent. Notwithstanding any resignation or removal of Escrow Agent pursuant to this SECTION 21, Escrow Agent will continue to serve in its capacity as escrow agent until (i) a successor escrow agent is appointed in accordance with the provisions of SECTION 22 and has accepted such appointment and (ii) the Escrow Fund has been transferred to and received by such successor

Appears in 1 contract

Samples: Escrow Agreement (Power One Inc)

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Resignation and Removal of Escrow Agent. Escrow Agent or any successor to it may resign and be discharged of its duties and obligations hereunder (other than obligations of Escrow Agent arising before the resignation date and not discharged as of that date) by delivering written notice to Buyer the Company, Xxxxx and the Seller Representative PFG specifying the effective date of such resignation, which date must shall not be earlier than 30 days following the receipt by Buyer the Company, Xxxxx and the Seller Representative PFG of the notice of resignation. Such resignation will 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 22 and has accepted such appointment at an earlier dateappointed, in which case such resignation will shall take effect immediately upon receipt by such successor escrow agent of the Escrow FundShares. Escrow Agent maybe may be removed by the joint action of Buyer the Company, Xxxxx and the Seller RepresentativePFG, with or without cause, at any time upon 30 10 days' prior written notice to Escrow Agent, which notice may be waived by Escrow Agent. Notwithstanding any resignation or removal of Escrow Agent pursuant to this SECTION 21Agent, Escrow Agent will shall continue to serve in its capacity as escrow agent until (ia) a successor escrow agent is appointed in accordance with the provisions of SECTION 22 and has accepted such appointment and (iib) the Escrow Fund has Shares have been transferred to and received by such successorsuccessor escrow agent. The Company shall promptly take the necessary action to appoint a successor escrow agent in accordance with the provisions of Section 10.

Appears in 1 contract

Samples: Form of Stock Escrow And (Historic Bellefonte Brewery Inc)

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 (other than obligations of Escrow Agent arising before the resignation date and not discharged as of that date) by delivering written notice to Buyer BEA and the Seller Representative specifying the effective date of such resignation, which date must shall not be earlier than 30 days following the receipt by Buyer BEA and the Seller Representative of the such notice of resignation. Such resignation will 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 22 Section 11 and has accepted such appointment at an earlier dateappointment, in which case such resignation will shall take effect immediately upon receipt by such successor escrow agent of the Escrow FundEscrowed Funds. The Escrow Agent maybe may be removed by the joint action of Buyer BEA and the Seller RepresentativeSeller, with or without cause, at any time upon 30 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 21Section 9, the Escrow Agent will shall continue to serve in its capacity as escrow agent until (ia) a successor escrow agent is appointed in accordance with the provisions of SECTION 22 Section 10 and has accepted such appointment and (iib) the Escrow Fund has Escrowed Funds have been transferred to and received by such successorsuccessor escrow agent.

Appears in 1 contract

Samples: Escrow Agreement (Be Aerospace Inc)

Resignation and Removal of Escrow Agent. Escrow Agent or any --------------------------------------- successor to it may resign and be discharged of its duties and obligations hereunder (other than obligations of Escrow Agent arising before the resignation date and not discharged as of that date) by delivering written notice to Buyer and the Seller Representative Xxxxxxxx specifying the effective date of such resignation, which date must shall not be earlier than 30 days following the receipt by Buyer and the Seller Representative Xxxxxxxx of the notice of resignation. Such resignation will 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 22 Section 17 and has accepted such appointment at an earlier dateappointment, in which case such resignation will shall take effect immediately upon receipt by such successor escrow agent of the Escrow FundAmount. Escrow Agent maybe may be removed by the joint action of Buyer and the Seller RepresentativeXxxxxxxx, with or without cause, at any time upon 30 60 days' prior written notice to Escrow Agent, which notice may be waived by Escrow Agent. Notwithstanding any resignation or removal of Escrow Agent pursuant to this SECTION 21Section 15, Escrow Agent will shall continue to serve in its capacity as escrow agent until (i) a successor escrow agent is appointed in accordance with the provisions of SECTION 22 Section 17 and has accepted such appointment and (ii) the Escrow Fund Amount has been transferred to and received by such successorsuccessor escrow agent. Buyer and Xxxxxxxx shall promptly take the necessary action to appoint a successor escrow agent in accordance with the provisions of Section 17.

Appears in 1 contract

Samples: Escrow Agreement (Corinthian Colleges Inc)

Resignation and Removal of Escrow Agent. Escrow Agent or any successor to it Escrow Agent may resign and be discharged of its Escrow Agent's duties and obligations hereunder under this Agreement (other than obligations of Escrow Agent arising before the resignation date and not discharged as of that date) by delivering written notice to Buyer the Company and the Seller Representative specifying the effective date of such resignation, which date must will not be earlier than 30 thirty (30) calendar days following the receipt by Buyer the Company and the Seller Representative of the notice of resignation. Such resignation will 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 22 Section 15 hereof and has accepted such appointment at an earlier date, in which case such resignation will take effect immediately upon receipt by such successor escrow agent of the Escrow Fund. Escrow Agent maybe may be removed by the joint action of Buyer the Company and the Seller Representative, with or without cause, at any time upon 30 thirty (30) calendar days' prior written notice to Escrow Agent, which notice may be waived by Escrow Agent. Notwithstanding any resignation or removal of Escrow Agent pursuant to this SECTION 21Section 14, Escrow Agent will continue to serve in its capacity as escrow agent until (i) a successor escrow agent is appointed in accordance with the provisions of SECTION 22 Section 15 hereof and has accepted such appointment appointment, and (ii) the Escrow Fund has been transferred to and received by such successorsuccessor escrow agent. The Company and the Representative will promptly take the necessary action to appoint a successor escrow agent in accordance with the provisions of Section 15 hereof.

Appears in 1 contract

Samples: Escrow Agreement (In Store Media Systems Inc)

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Resignation and Removal of Escrow Agent. (a) Escrow Agent or reserves the right to resign at any successor to it may resign and be discharged of its duties and obligations hereunder time by giving thirty (other than obligations of Escrow Agent arising before the resignation date and not discharged as of that date30) by delivering days’ written notice of resignation to Buyer Acquiror Bank and Representative and specifying the Seller Representative specifying effective date thereof. On the effective date of such resignation, which date must not be earlier than 30 days following Escrow Agent shall deliver this Agreement together with the receipt by Buyer Escrowed Funds and the Seller Representative of the notice of resignationany and all related instruments or documents to any successor escrow agent reasonably agreeable to Acquiror Bank and Representative. Such resignation will take effect on the date specified in the notice of resignation, unless If a successor escrow agent has not been appointed in accordance with the provisions of SECTION 22 and has not accepted such appointment at an earlier dateprior to the expiration of thirty (30) days following the date of the notice of such resignation, Escrow Agent may, but shall not be obligated to, apply to a court of competent jurisdiction for the appointment of a successor escrow agent. Any such resulting appointment shall be binding upon all of the parties to this Agreement. Notwithstanding anything to the contrary in which case such resignation will take effect immediately upon receipt by such the foregoing, Escrow Agent or any successor escrow agent of the Escrow Fund. shall continue to act as Escrow Agent maybe removed by the joint action of Buyer until a successor is appointed and the Seller Representative, with or without cause, at any time upon 30 days' prior written notice qualified to Escrow Agent, which notice may be waived by act as Escrow Agent. Notwithstanding any resignation or removal For the avoidance of Escrow Agent pursuant to this SECTION 21doubt, Escrow Agent will continue shall be indemnified for all costs and expenses relating to serve any legal action required herein in its capacity as escrow agent until (i) a successor escrow agent is appointed the manner provided for in accordance with the provisions of SECTION 22 Sections 13 and has accepted such appointment and (ii) the Escrow Fund has been transferred to and received by such successor14.

Appears in 1 contract

Samples: Escrow Agreement (Mb Financial Inc /Md)

Resignation and Removal of Escrow Agent. Escrow Agent or any successor to it may resign and be discharged of its duties and obligations hereunder (other than obligations of Escrow Agent arising before the resignation date and not discharged as of that date) by delivering written notice to Buyer and the Seller Representative specifying the effective date of such resignation, which date must shall not be earlier than 30 days following the receipt by Buyer and the Seller Representative of the notice of resignation. Such resignation will 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 22 Section 17 and has accepted such appointment at an earlier dateappointment, in which case such resignation will shall take effect immediately upon receipt by such successor escrow agent of the Escrow FundAmount. Escrow Agent maybe may be removed by the joint action of Buyer and the Seller RepresentativeSeller, with or without cause, at any time upon 30 15 days' prior written notice to Escrow Agent, which notice may be waived by Escrow Agent. Notwithstanding any resignation or removal of Escrow Agent pursuant to this SECTION 21Section 16, Escrow Agent will shall continue to serve in its capacity as escrow agent until (ia) a successor escrow agent is appointed in accordance with the provisions of SECTION 22 Section 17 and has accepted such appointment and (iib) the Escrow Fund Amount has been transferred to and received by such successorsuccessor escrow agent. Buyer and Seller shall promptly take the necessary action to appoint a successor escrow agent in accordance with the provisions of Section 17.

Appears in 1 contract

Samples: Asset Purchase Agreement (Image Entertainment Inc)

Resignation and Removal of Escrow Agent. Escrow Agent or any successor to it Escrow Agent may resign and be discharged of its Escrow Agent’s duties and obligations hereunder under this Agreement (other than obligations of Escrow Agent arising before the resignation date and not discharged as of that date) by delivering written notice to Buyer and the Seller Representative Seller’s Principal Stockholder specifying the effective date of such resignation, which date must will not be earlier than 30 thirty (30) days following the receipt by Buyer and the Seller Representative Seller’s Principal Stockholder of the notice of resignation. Such resignation will 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 22 Section 17 hereof and has accepted such appointment at an earlier date, in which case such resignation will take effect immediately upon receipt by such successor escrow agent of the Escrow Fund. Escrow Agent maybe may be removed by the joint action of Buyer and the Seller RepresentativeSeller’s Principal Stockholder, with or without cause, at any time upon 30 thirty (30) days' prior written notice to Escrow Agent, which notice may be waived by Escrow Agent. Notwithstanding any resignation or removal of Escrow Agent pursuant to this SECTION 21Section 16, Escrow Agent will continue to serve in its capacity as escrow agent until (i) a successor escrow agent is appointed in accordance with the provisions of SECTION 22 Section 17 hereof and has accepted such appointment appointment, and (ii) the Escrow Fund has been transferred to and received by such successorsuccessor escrow agent. Buyer and Seller’s Principal Stockholder will promptly take the necessary action to appoint a successor escrow agent in accordance with the provisions of Section 17 hereof.

Appears in 1 contract

Samples: Escrow Agreement (Indigo-Energy, Inc.)

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