Common use of Resignation of the Escrow Agent Clause in Contracts

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least fifteen (15) Business Days written notice to the other parties hereto. 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. If the Acquiror and the Holder Representative do not agree upon a successor Escrow Agent within fifteen (15) Business Days after the receipt by the parties of the Escrow Agent’s resignation notice, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, the Acquiror and the Holder Representative shall have the right at any time upon not less than seven (7) Business Days written notice to terminate the appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent, or any successor Escrow Agent, shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent.

Resignation of the Escrow Agent. The If the Escrow Agent at any time, in its sole discretion, deems it necessary or advisable to resign as escrow agent hereunder, it may do so by giving prior written notice of such event to the Parent and the Company and thereafter delivering the Escrow Funds to any other escrow agent designated in a written memorandum jointly executed by the Parent and the Company delivered to the Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least fifteen (15) Business Days written notice to the other parties hereto. Upon if no such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent escrow agent shall be absolved from any duties as Escrow Agent hereunder. Upon their receipt so designated within sixty (60) calendar days 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. If the Acquiror and the Holder Representative do not agree upon a successor Escrow Agent within fifteen (15) Business Days after the receipt by the parties of the Escrow Agent’s resignation such written notice, then the Escrow Agent may petition any apply to the clerk or other proper officer of a court of competent jurisdiction located within the State of New York to the extent permitted by law for the appointment of a successor Escrow Agent or other appropriate relief and (any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, the Acquiror and the Holder Representative shall have the right at any time upon not less than seven (7) Business Days written notice successor to terminate the appointment of the Escrow Agent, or any successor Escrow the “Successor Agent, as ”). The reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Escrow Agent hereunderin connection with such proceeding, shall be paid by, and shall be deemed a joint and several obligation of, the Company and Parent. Notwithstanding anything The Parent and the Company may, at any time after the date hereof, agree in writing to the contrary in the foregoing, substitute a Successor Agent for the Escrow Agent, whereupon the Escrow Agent shall deliver the Escrow Funds to such Successor Agent. The fees of any Successor Agent shall be borne equally by the Parent and the Company. Upon delivery of the Escrow Funds to the Successor Agent, (i) the Escrow Agent shall be discharged from any and all responsibility or any successor liability with respect to the Escrow Funds (except for liability incurred hereunder due to the Escrow Agent’s gross negligence or willful misconduct prior to such delivery of the Escrow Funds) and (ii) all references herein to the “Escrow Agent” shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall continue to act as thereafter become the Escrow Agent until a successor is appointed and qualified to act as Escrow Agentfor all purposes of this Agreement.

Resignation of the Escrow Agent. The Escrow Agent, Agent is permitted to resign and any successor be discharged from the performance of the Escrow Agent, may resign ’s duties under this Escrow Agreement at any time as Escrow Agent hereunder by giving at least fifteen thirty (1530) Business Days calendar days prior written notice to Parent and the other parties heretoSecurityholder Representative specifying a date when such resignation will take effect. Upon any such resignation notice of resignation, Parent and the appointment Securityholder Representative jointly shall appoint a successor Escrow Agent under this Escrow Agreement prior to the effective date of such resignation. If Parent and the Securityholder Representative fail to appoint a successor Escrow Agent within such time, the Escrow Agent will be permitted to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and Parent and the Securityholder Representative shall, jointly and severally, pay all costs and expenses (including, without limitation, reasonable attorneys’ fees) related to such petition. The resigning Escrow Agent shall transmit all records pertaining to the Escrow Fund and shall transfer all of the Escrow Fund to the successor Escrow Agent, after making copies of such records as the resigning Escrow Agent shall be absolved from any duties as deems advisable and after deduction and payment to the resigning Escrow Agent hereunder. Upon their receipt of notice of resignation from all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, incurred by, or expected in good faith to be incurred by the Escrow Agent, the Acquiror and the Holder Representative shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If the Acquiror and the Holder Representative do not agree upon a successor resigning Escrow Agent within fifteen (15) Business Days after in connection with the receipt by the parties performance of the resigning Escrow Agent’s resignation noticeduties and the exercise of the resigning Escrow Agent’s rights under this Escrow Agreement. After any resigning Escrow Agent’s resignation, the provisions of this Escrow Agreement will inure to such resigning Escrow Agent’s benefit as to any actions taken or omitted to be taken by such resigning Escrow Agent while such resigning Escrow Agent was serving as the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor under this Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, the Acquiror and the Holder Representative shall have the right at any time upon not less than seven (7) Business Days written notice to terminate the appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent, or any successor Escrow Agent, shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow AgentAgreement.

Resignation of the Escrow Agent. The Escrow Agent, Agent is permitted to resign and any successor be discharged from the performance of the Escrow Agent, may resign ’s duties under this Escrow Agreement at any time as Escrow Agent hereunder by giving at least fifteen thirty (1530) Business Days days prior written notice to the other parties heretoBuyer and Seller specifying a date when such resignation will take effect. Upon any such resignation notice of resignation, Buyer and Seller jointly shall appoint a successor Escrow Agent under this Escrow Agreement prior to the appointment effective date of such resignation. If Buyer and Seller fail to appoint a successor Escrow Agent within such time, the Escrow Agent will be permitted to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and Buyer and Seller shall, jointly and severally, pay all costs and expenses (including, without limitation, reasonable attorneys’ fees) related to such petition. The resigning Escrow Agent shall transmit all records pertaining to the Escrow Amount and shall pay all of the Escrow Amount to the successor Escrow Agent, after making copies of such records as the resigning Escrow Agent shall be absolved from any duties as deems advisable and after deduction and payment to the resigning Escrow Agent hereunder. Upon their receipt of notice of resignation from all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, incurred by, or expected in good faith to be incurred by the Escrow Agent, the Acquiror and the Holder Representative shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If the Acquiror and the Holder Representative do not agree upon a successor resigning Escrow Agent within fifteen (15) Business Days after in connection with the receipt by the parties performance of the resigning Escrow Agent’s resignation noticeduties and the exercise of the resigning Escrow Agent’s rights under this Escrow Agreement. After any resigning Escrow Agent’s resignation, the provisions of this Escrow Agreement will inure to such resigning Escrow Agent’s benefit as to any actions taken or omitted to be taken by such resigning Escrow Agent while such resigning Escrow Agent was serving as the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor under this Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, the Acquiror and the Holder Representative shall have the right at any time upon not less than seven (7) Business Days written notice to terminate the appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent, or any successor Escrow Agent, shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow AgentAgreement.

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, Agent may resign as such at any time as Escrow Agent hereunder by giving at least fifteen not less than thirty (1530) Business Days days prior written notice thereof to Buyer and Zartic, but, subject to the other parties hereto. Upon such resignation provisions set forth below, shall continue to serve until its successor, appointed by agreement of Buyer and the Zartic, accepts appointment of as a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunderescrow agent. Upon their receipt of If a successor escrow agent has not been appointed or has not accepted such appointment sixty (60) days after such 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. If the Acquiror and the Holder Representative do not agree upon a successor Escrow Agent within fifteen (15) Business Days after the receipt by the parties of the Escrow Agent’s resignation noticehas been given, the Escrow Agent may petition tender into the custody of any court of competent jurisdiction all funds and other property then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Escrow Agreement. Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. The terms and conditions of this Escrow Agreement will remain unimpaired by the resignation of an Escrow Agent or other appropriate relief the appointment of a successor escrow agent. Following the appointment of a successor escrow agent, such person shall for all intents and any such resulting appointment shall purposes of this Escrow Agreement be binding upon all parties heretoan “Escrow Agent” hereunder. By mutual agreement, The obligations of Buyer and Zartic to the Acquiror Escrow Agent and the Holder Representative rights of the Escrow Agent under Sections 8 and 10 hereof shall have survive termination of this Agreement or the right at any time upon not less than seven (7) Business Days written notice to terminate the appointment resignation or removal of the Escrow Agent, or any successor Escrow Agent, as . In the event that the Escrow Agent hereunder. Notwithstanding anything to the contrary in the foregoingsubmits a notice of resignation, the Escrow Agentits only duty, or any successor Escrow Agent, shall continue to act as Escrow Agent until a successor is escrow agent shall have been appointed and qualified shall have accepted such appointment, shall be to act as hold, invest and dispose of the General Escrow AgentSubaccount and the Severance Escrow Subaccount in accordance with this Escrow Agreement, but without regard to any notices, requests, instructions, demands or the like received by it from the other parties hereto after such notice shall have been given, unless the same is a direction from the Buyer and Zartic that the General Escrow Amount and the Severance Escrow Amount be paid or delivered in their entirety out of the General Escrow Subaccount and the Severance Escrow Subaccount.

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least fifteen twenty (1520) Business Days Days' prior written notice to the other parties hereto. Upon such resignation Sellers and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any duties as Escrow Agent hereunderAdvancePCS. Upon their receipt of notice of resignation from the Escrow Agent, the Acquiror AdvancePCS and the Holder Representative Sellers shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If In the Acquiror event AdvancePCS and the Holder Representative Sellers do not agree upon a successor Escrow Agent within fifteen twenty (1520) Business Days after receiving the receipt by the parties notice of the Escrow Agent’s resignation notice-55- 60 resignation, the resigning Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, the Acquiror AdvancePCS and the Holder Representative Sellers shall have the right at any time upon not less than seven at least five (75) Business Days Days' written notice to terminate the their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Notwithstanding anything to the contrary in the foregoing, the The Escrow Agent, or any successor Escrow Agent, shall continue to act as Escrow Agent until a successor is appointed and qualified qualified. Upon qualification of the successor Escrow Agent, the resigning Escrow Agent shall deliver the Escrowed Shares to act the successor Escrow Agent, the successor Escrow Agent shall succeed to all rights and obligations of the resigning Escrow Agent as if originally named herein and the resigning Escrow Agent shall be absolved, from the date of delivery of the Escrowed Shares forward, from any and all liability in connection with the exercise of its powers and duties as Escrow AgentAgent hereunder.

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least fifteen thirty (1530) Business Days days advance written notice to the other parties heretoparties. Upon such resignation and ant the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as Escrow Agent hereunder. Upon their receipt of notice of resignation from the Escrow Agentescrow Agent , the Acquiror Buyer and the Holder Representative Seller shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If the Acquiror and the Holder Representative parties do not agree upon a successor Escrow Agent within fifteen thirty (1530) Business Days days after the receipt by the parties of the Escrow Agent’s Agents resignation notice, the Escrow escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, the Acquiror and the Holder Representative parties shall have the right to at any time upon not less than seven (7) Business Days business days advance written notice to terminate the their appointment of the Escrow Agent, or any the successor Escrow Agent, as Escrow Agent hereunder. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent, Agent or any the successor Escrow Agent, Agent shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent. Upon delivery of the Escrow Deposit to such replacement escrow agent, the Escrow Agent shall be discharged from any and all further duties, obligations, and liabilities under this Agreement, except to the extent, but only to the extent, of any direct, as opposed to. Consequential damages suffered which are caused by Escrow Agent's prior willful misconduct, bad aith pr gross negligence.

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, Agent may resign at any time as Escrow Agent hereunder by upon giving at least fifteen (15) Business Days 30 days' written notice to Parent and the other parties hereto. Upon Securityholder Agent; PROVIDED, HOWEVER, that no such resignation and shall become effective until the appointment of a successor escrow agent, which shall be accomplished as follows: Parent and the Securityholder Agent shall use their best efforts to mutually agree on a successor escrow agent within 30 days after receiving such notice. If Parent and the Securityholder Agent fail to agree on a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent, which successor escrow agent shall be reasonably acceptable to Parent and the Securityholder Agent. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named as escrow agent. At any time, the holders of a majority in interest of the Escrow Amount (without considering any part of the Escrow Amount held of record beneficially by the Securityholder Agent), determined at the Effective Time, may appoint a new Securityholder Agent by written consent by sending notice and a copy of the written consent appointing such new Securityholder Agent signed by such holders of a majority in interest of the Escrow Amount to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent, Acquisition (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent, (i) the resigning Escrow Agent shall be absolved discharged from any further duties and liability with respect to the Escrow Amount (except as otherwise provided herein) and (ii) all references to the "Escrow Agent" shall, where applicable, be deemed to include such successor escrow agent and such successor escrow agent shall thereafter become the Escrow Agent hereunderfor all purposes of this Agreement. 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 If a successor Escrow Agent. If escrow agent is not appointed within the Acquiror and the Holder Representative do not agree upon a successor Escrow Agent within fifteen (15) Business Days after the receipt by the parties of the Escrow Agent’s resignation noticeabove time frames, then the Escrow Agent may petition any apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, the Acquiror and the Holder Representative shall have the right at any time upon not less than seven (7) Business Days written notice to terminate the appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent, or any successor Escrow Agent, shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agentescrow agent.

Resignation of the Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least fifteen (15) Business Days business days written notice to the other parties heretoparties. 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 Purchasers and the Holder Representative Company shall use their reasonable best efforts jointly to designate a successor Escrow Agent. If the Acquiror and the Holder Representative parties do not agree upon a successor Escrow Agent within fifteen (15) Business Days business days after the receipt by the parties of the Escrow Agent’s resignation notice, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief (including, without limitation, an interpleader action) and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, the Acquiror Purchasers and the Holder Representative Company, acting together, shall have the right at any time upon not less than seven ten (710) Business Days business days written notice to terminate the their appointment of the Escrow Agent, or any successor Escrow Agent, as Escrow Agent hereunder. Notwithstanding anything to the contrary in the foregoing, the Escrow Agent, Agent or any successor Escrow Agent, Agent shall continue to act as the Escrow Agent until a successor is appointed and qualified to act as the Escrow Agent. The resigning Escrow Agent shall transmit all records pertaining to the Escrow Account and shall pay the Escrow Amount to the successor Escrow Agent, after making copies of such records as the resigning Escrow Agent deems advisable and after deduction and payment to the resigning Escrow Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, actually incurred by, or reasonably expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any resigning Escrow Agent’s resignation or removal, the provisions of this Agreement shall inure to its benefit and survive with respect to any actions taken or omitted to be taken by such resigning Escrow Agent while it was the Escrow Agent under this Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all of the escrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under this Agreement without further act.