Common use of Resignation of the Escrow Agent Clause in Contracts

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or 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 its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreement.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty (30) calendar days’ days prior written notice of such resignation to SEACOR and the Company. The Company Representative or may remove be removed, with or without cause, by SEACOR and the Escrow Agent Representative, acting jointly, at any time by the giving of thirty (30) calendar days’ days prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree shall take effect upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or 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 its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with as provided herein. Upon any such proceeding notice of resignation or removal, SEACOR and the Representative jointly shall appoint a successor Escrow Agent hereunder, which shall be paid by the Companya commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $250,000,000. Upon receipt the acceptance in writing of the identity of the successor escrow agent, the any appointment as Escrow Agent shall deliver the Escrow Property then held hereunder to the by a successor Escrow Agent, less such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the retiring Escrow Agent shall be discharged of from its duties and obligations under this Escrow Agreement, but shall not be discharged from any and all further obligations arising in connection with 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 Property 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 of the Escrow Agent. The Escrow Agent Agent, and any successor Escrow Agent, may resign and be discharged from its duties hereunder at any time as Escrow Agent hereunder by giving at least thirty (30) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior days written notice to the parties. Upon the effective date of such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agent, Purchaser and Seller shall use their reasonable best efforts jointly to designate a successor Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to parties do not agree upon a successor escrow agent Escrow Agent within thirty (30) days after such the receipt by the parties of the Escrow Agent’s resignation notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate reliefrelief and any such resulting appointment shall be binding upon all parties hereto. The costs By mutual agreement, Purchaser and expenses Seller shall have the right at any time upon not less that seven (including its attorneys’ fees and expenses7) incurred by Business Days written notice to terminate their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent in connection with such proceeding shall be paid by the Companyhereunder. Upon receipt of such termination, and notwithstanding anything to the identity of contrary in the successor escrow agentforegoing, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the successor Escrow Agent shall be discharged of continue to act as Escrow Agent until a successor is appointed by Purchaser and from any Seller and all further obligations arising in connection with the qualified to act as Escrow Property or this AgreementAgent.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ ' prior written notice of such resignation to the CompanyPlacement Agent and the Trust. The Company may remove Upon providing such notice, the Escrow Agent at any time by giving shall have no further obligation hereunder except to hold as depository the Escrow Funds that it receives until the end of such thirty (30) calendar days’ prior written notice to 30)-day period. In such event, the Escrow AgentAgent shall not take any action, other than receiving and depositing Subscribers checks and wire transfers in accordance with this Agreement, until the Trust has designated a banking corporation, trust company, attorney or other person as successor. Upon receipt of such notice, a successor escrow agent shall be appointed written designation signed by the Company who shall provide written notice of such to Placement Agent and the resigning Trust, the Escrow Agent. Such Agent shall promptly deliver the Escrow Funds to such successor escrow agent and shall become the escrow agent hereunder upon the resignation or removal date specified in such noticethereafter have no further obligations hereunder. If the Company is unable to agree upon a successor escrow agent such instructions are not received within thirty (30) days after following the effective date of such noticeresignation, then the Escrow Agent may, in its sole discretion, deliver may (i) deposit the Escrow Property Funds held by it pursuant to the Company at the address provided herein or may apply to this Agreement with a clerk of a court of competent jurisdiction for pending the appointment of a successor escrow agent successor; or for other appropriate relief. The costs (ii) return all funds remaining in the Escrow Account to the Subscribers in the Offering, in the same manner as such funds were received (and expenses (including its attorneys’ fees the Trust and expenses) incurred by the Placement Agent agree to cooperate with Escrow Agent in connection with providing any information required to facilitate such proceeding shall be paid by the Company. Upon receipt a return of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder funds to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereofSubscribers), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth In either case provided for in this Section 9section, the Escrow Agent shall be discharged relieved of and from any and all further obligations and released from all liability thereafter arising in connection with respect to the Escrow Property or this AgreementFunds.

Resignation of the Escrow Agent. The Escrow Agent may shall have the right to resign and be discharged from its duties upon 30 days written notice to Parent. In the event of such resignation, Parent shall appoint a successor escrow agent hereunder at any time by giving thirty (30) calendar days’ prior delivering to the Escrow Agent a written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to the Escrow Agentappointment. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice receipt of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent mayshall deliver to the designated successor escrow agent all money and other property held hereunder and shall thereupon be released and discharged from any and all further responsibilities whatsoever under this Agreement; provided, however, the Escrow Agent shall not be deprived of its compensation earned prior to such time. If no successor escrow agent shall have been designated by the date specified in its the Escrow Agent’s notice, all obligations of the Escrow Agent hereunder shall nevertheless cease and terminate and the Escrow Agent’s sole discretion, responsibility thereafter shall be to keep safely all property then held by it and to deliver the same to a person designated by the other parties hereto. Additionally, if no successor escrow agent shall have been designated, the Escrow Property to the Company Agent may (i) at the address provided herein or may apply to a expense of Parent, petition any court of competent jurisdiction for the appointment of a successor escrow agent agent, or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expensesii) incurred by deposit the Escrow Agent Funds with a court of competent jurisdiction and thereafter have no further responsibilities or duties in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreementtherewith.

Resignation of the Escrow Agent. The Escrow Agent Agent, and any successor Escrow Agent, may resign and be discharged from its duties hereunder at any time as Escrow Agent hereunder by giving thirty at least fifteen (3015) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior Business Days written notice to the parties. Upon such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agent, the Acquiror and the Holder Representative shall use their reasonable best efforts jointly to designate a successor Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to parties do not agree upon a successor escrow agent Escrow Agent within thirty fifteen (3015) days Business Days after such the receipt by the parties of the Escrow Agent’s resignation notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate reliefrelief and any such resulting appointment shall be binding upon all parties hereto. The costs and expenses By mutual agreement, the parties shall have the right at any time upon not less than seven (including its attorneys’ fees and expenses7) incurred by Business Days written notice to terminate their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Notwithstanding anything to the contrary in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agentforegoing, the Escrow Agent or any successor Escrow Agent shall deliver continue to act as the Escrow Property then held hereunder Agent until a successor is appointed and qualified to the successor Escrow Agent, less act as the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreement.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time resign as escrow agent hereunder by giving thirty (30) calendar days’ prior written notice of such resignation to the CompanyBuyer and Sellers. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice Prior to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice effective date of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date as specified in such notice, Buyer and Sellers will issue to the Escrow Agent written instructions authorizing redelivery of the funds to a bank or trust company which they select. If the Company is unable Such bank or trust company shall have capital, surplus and undivided profits in excess of $50,000,000. If, however, Buyer and Sellers shall fail to agree upon name such a successor escrow agent within thirty twenty (3020) days after such noticethe notice of resignation from the Escrow Agent, the Escrow Agent may, in its sole discretion, deliver may tender into the Escrow Property to the Company at the address provided herein or may apply to a custody of any court of competent jurisdiction all funds and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Agreement. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent or for other appropriate reliefhereunder. The costs Any such successor escrow agent must agree to be and expenses (including its attorneys’ fees shall be bound by, and expenses) incurred by shall have all the rights, duties and responsibilities of the Escrow Agent in connection with such proceeding under this Agreement. Such resignation shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, not deprive the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest of its compensation earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreementprior thereto.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the CompanyPlacement Agent and the Trust. The Company may remove Upon providing such notice, the Escrow Agent at any time by giving shall have no further obligation hereunder except to hold as depository the Escrow Funds that it receives until the end of such thirty (30) calendar days’ prior written notice to 30)-day period. In such event, the Escrow AgentAgent shall not take any action, other than receiving and depositing Subscribers checks and wire transfers in accordance with this Agreement, until the Trust has designated a banking corporation, trust company, attorney or other person as successor. Upon receipt of such notice, a successor escrow agent shall be appointed written designation signed by the Company who shall provide written notice of such to Placement Agent and the resigning Trust, the Escrow Agent. Such Agent shall promptly deliver the Escrow Funds to such successor escrow agent and shall become the escrow agent hereunder upon the resignation or removal date specified in such noticethereafter have no further obligations hereunder. If the Company is unable to agree upon a successor escrow agent such instructions are not received within thirty (30) days after following the effective date of such noticeresignation, then the Escrow Agent may, in its sole discretion, deliver may (i) deposit the Escrow Property Funds held by it pursuant to the Company at the address provided herein or may apply to this Agreement with a clerk of a court of competent jurisdiction for pending the appointment of a successor escrow agent successor; or for other appropriate relief. The costs (ii) return all funds remaining in the Escrow Account to the Subscribers in the Offering, in the same manner as such funds were received (and expenses (including its attorneys’ fees the Trust and expenses) incurred by the Placement Agent agree to cooperate with Escrow Agent in connection with providing any information required to facilitate such proceeding shall be paid by the Company. Upon receipt a return of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder funds to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereofSubscribers), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth In either case provided for in this Section 9section, the Escrow Agent shall be discharged relieved of and from any and all further obligations and released from all liability thereafter arising in connection with respect to the Escrow Property or this AgreementFunds.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time resign as escrow agent hereunder by giving thirty (30) calendar days’ ' prior written notice of such resignation to the CompanyPurchaser and the Seller. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice Prior to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice effective date of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date as specified in such notice, the Purchaser and the Seller will issue to the Escrow Agent joint written instructions directing redelivery of all property held pursuant to this Agreement to a bank or trust company which they mutually select. If If, however, the Company is unable Purchaser and the Seller shall fail to agree upon name such a successor escrow agent within thirty twenty (3020) days after such noticethe notice of resignation from the Escrow Agent, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may (i) 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 its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, or (ii) deposit all property held pursuant to this Agreement into the registry of a court of proper jurisdiction, and in either such case the Escrow Agent shall deliver thereupon be relieved of any further obligation under this Agreement. Any such successor escrow agent must agree to be and shall be bound by, and shall have all the rights, duties and responsibilities of the Escrow Property then held hereunder Agent under this Agreement. Such resignation shall not deprive the Escrow Agent of its compensation earned prior to the successor Escrow Agentsuch resignation, less the Escrow Agent’s fees's right to reimbursement of expenses, costs and expenses or other obligations owed the Escrow Agent's rights to the Escrow Agent to be paid from any interest earned indemnification provided for in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreement8 hereof.

Resignation of the Escrow Agent. The Escrow Agent Agent, and any successor Escrow Agent, may resign and be discharged from its duties hereunder at any time as Escrow Agent hereunder by giving thirty at least twenty (3020) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior business days written notice to the parties. Upon such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agent, Purchaser and Seller shall use their reasonable best efforts jointly to designate a successor Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to parties do not agree upon a successor escrow agent Escrow Agent within thirty twenty (3020) business days after such the receipt by the parties of the Escrow Agent’s resignation notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate reliefrelief and any such resulting appointment shall be binding upon all parties hereto. The costs and expenses By mutual agreement, the parties shall have the right at any time upon not less than seven (including its attorneys’ fees and expenses7) incurred by business days written notice to terminate their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Notwithstanding anything to the contrary in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agentforegoing, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the successor Escrow Agent shall be discharged of continue to act as Escrow Agent until a successor is appointed and from any and all further obligations arising in connection with the qualified to act as Escrow Property or this AgreementAgent.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from the performance of its duties hereunder at any time by giving thirty twenty (3020) calendar days’ prior written notice of such resignation to the Company. The Company REIT and WAS I or may remove the Escrow Agent be removed, with or without cause, by REIT and WAS I, acting jointly, at any time by the giving thirty (30) calendar days’ of prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree shall take effect upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent as provided herein. Upon any such notice of resignation or for removal, REIT and WAS I, acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other appropriate relief. The costs financial institution, unless otherwise agreed by REIT and expenses (including its attorneys’ fees WAS I as evidenced by written instructions executed by REIT and expenses) incurred by WAS I. Upon the acceptance in writing of any appointment as the Escrow Agent in connection with such proceeding shall be paid hereunder by the Company. Upon receipt of the identity of the a successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the Escrow Agent shall deliver rights, powers, privileges and duties of the Escrow Property then held hereunder to the successor retiring Escrow Agent, less and the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the retiring Escrow Agent shall be discharged of from its duties and obligations hereunder, but shall not be discharged from any and all further obligations arising in connection with liability for actions taken as the Escrow Property Agent hereunder prior to such succession. After any retiring Escrow Agent’s resignation or removal, the provisions of this AgreementAgreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent hereunder.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ ' prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ ' prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or 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 its attorneys’ ' fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s 's fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreement.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Company. The Company may remove Sellers' Representative and the Buyer specifying a date when such resignation shall take effect and upon delivery of the Escrow Agent at any time Account to the successor escrow agent designated by giving thirty all parties hereto (30) calendar days’ prior written notice to other than the Escrow Agent) in writing. Upon such notice, a successor escrow agent Escrow Agent shall be appointed by with the Company who shall provide written notice mutual consent of such to the resigning Sellers' Representative and the Escrow AgentBuyer. Such successor escrow agent Escrow Agent shall become the escrow agent Escrow Agent hereunder upon delivery of the resignation or removal date specified in such noticeEscrow Account to it. If the Company is Sellers' Representative and the Buyer are unable to agree upon a successor escrow agent Escrow Agent within thirty (30) 30 days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property shall be entitled to the Company at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate reliefsuccessor. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver continue to serve until its successor accepts its appointment as escrow agent and receives the Escrow Property then held hereunder Account. The Sellers' Representative and the Buyer shall have the right at any time upon their mutual consent to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed substitute a new escrow agent by giving notice thereof to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paidthen acting. Upon its resignation and delivery of the Escrow Property Account as set forth in this Section 96, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or escrow contemplated by this Agreement.

Resignation of the Escrow Agent. The Escrow Agent may shall have the right to resign and be discharged from its duties upon 30 days written notice to the Company. In the event of such resignation, Company shall appoint a successor escrow agent hereunder at any time by giving thirty (30) calendar days’ prior delivering to the Escrow Agent a written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to the Escrow Agentappointment. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice receipt of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent mayshall deliver to the designated successor escrow agent all money and other property held hereunder and shall thereupon be released and discharged from any and all further responsibilities whatsoever under this Agreement; provided, however, the Escrow Agent shall not be deprived of its compensation earned prior to such time. If no successor escrow agent shall have been designated by the date specified in its the Escrow Agent’s notice, all obligations of the Escrow Agent hereunder shall nevertheless cease and terminate and the Escrow Agent’s sole discretion, responsibility thereafter shall be to keep safely all property then held by it and to deliver the same to a person designated by the other parties hereto. Additionally, if no successor escrow agent shall have been designated, the Escrow Property to the Company Agent may (i) at the address provided herein or may apply to a expense of the Company, petition any court of competent jurisdiction for the appointment of a successor escrow agent agent, or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expensesii) incurred by deposit the Escrow Agent Funds with a court of competent jurisdiction and thereafter have no further responsibilities or duties in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Property or this Agreementtherewith.

Resignation of the Escrow Agent. The Escrow Agent Agent, or any successor which is hereafter appointed, may resign and be discharged from its duties hereunder at any time resign by giving thirty (30) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within not less than thirty (30) days after written notice to the Seller and the Purchaser and shall be discharged of its duties hereunder upon the appointment of a successor Escrow Agent. In the event of any such noticeresignation, a successor Escrow Agent shall be promptly appointed by Seller and Purchaser. Any such successor Escrow Agent shall deliver to Seller and Purchaser a written instrument accepting such appointment hereunder and thereupon he, she or it shall succeed to all the rights and duties of the Escrow Agent may, in its sole discretion, deliver hereunder and shall be entitled to receive all the properties held by the predecessor Escrow Property Agent hereunder. In the event that Purchaser and Seller fail to appoint a successor Escrow Agent prior to the Company at expiration of the address notice period provided herein or in this Paragraph 8., then Escrow Agent, upon expiration of such notice period, may apply to file a suit in interpleader in a court of competent jurisdiction for and deliver to such Court this Escrow Agreement and the appointment of a successor escrow agent or for other appropriate reliefEscrow Deposit, as set; forth in Paragraph 10 below. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall will be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid relieved from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other further obligations are paid. Upon its resignation and hereunder upon delivery of the Escrow Property as set forth in this Section 9, the Deposit to such successor Escrow Agent shall be discharged of and from any and all further obligations arising in connection with or the Escrow Property or this AgreementCourt.

Resignation of the Escrow Agent. The Escrow Agent Agent, and any successor Escrow Agent, may resign and be discharged from its duties hereunder at any time as Escrow Agent hereunder by giving thirty at least fifteen (3015) calendar days’ prior written notice of such resignation to the Company. The Company may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior Business Days written notice to the parties. Upon such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agent, Acquiror and the Holder Representative shall use their reasonable best efforts jointly to designate a successor Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Company who shall provide written notice of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to parties do not agree upon a successor escrow agent Escrow Agent within thirty fifteen (3015) days Business Days after such the receipt by the parties of the Escrow Agent's resignation notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent Escrow Agent or for other appropriate reliefrelief and any such resulting appointment shall be binding upon all parties hereto. The costs and expenses By mutual agreement, the parties shall have the right at any time upon not less that seven (including its attorneys’ fees and expenses7) incurred by Business Days written notice to terminate their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Notwithstanding anything to the contrary in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agentforegoing, the Escrow Agent shall deliver the Escrow Property then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the successor Escrow Agent shall be discharged of continue to act as Escrow Agent until a successor is appointed and from any and all further obligations arising in connection with the qualified to act as Escrow Property or this AgreementAgent.

Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder shall have the right at any time to resign hereunder by giving thirty (30) calendar written notice of its resignation to the Administrative Agent and the Borrower at the addresses set forth herein or at such other addresses as the Administrative Agent and/or the Borrower shall provide, at least 30 days’ prior written notice of to the date specified for such resignation to take effect. Upon the Company. The Company may remove effective date of such resignation, all cash and other payments and all other property then held by the Escrow Agent at any time hereunder shall be delivered by giving thirty it to a successor Escrow Agent appointed by the Administrative Agent with the consent of the Borrower. If no successor Escrow Agent is appointed, the Escrow Agent either (30a) calendar days’ prior written notice may interplead the Escrowed Funds with a court of competent jurisdiction or (b) appoint a successor escrow agent of its own choice (which appointment shall be subject to the Escrow Agentprior consent of the Borrower, such consent not to be unreasonably withheld or delayed). Upon such notice, Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed by the Company who successor escrow agent shall provide written notice be deemed to be an agent of such to the resigning the Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the Company at the address provided herein or 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 its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Property then held hereunder Escrowed Funds to the any appointed successor Escrow Agentescrow agent, less at which time, the Escrow Agent’s fees, costs obligations under this Agreement shall cease and expenses or other obligations owed to terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to be paid from any interest earned in respect which all or substantially all of the Escrow Propertyescrow business may be transferred, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, shall be the Escrow Agent shall be discharged of and from any and all under this Agreement without further obligations arising in connection with the Escrow Property or this Agreementact.