Common use of Resignation or Removal Clause in Contracts

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI and the Shareholders. OTI and the Shareholders may remove the Escrow Agent by furnishing to the Escrow Agent a written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit and to deliver the same to a successor escrow agent as shall be appointed by OTI and the Shareholders, as evidenced by a written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders have failed to appoint a successor Escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the Shareholders.

Resignation or Removal. The Escrow Agent may may, at any time, resign as escrow agent hereunder by furnishing written notice of its resignation to OTI each Party. At the effectiveness of such resignation, all fees and expenses to which the ShareholdersEscrow Agent is entitled shall be immediately due and payable to Escrow Agent. OTI and the Shareholders The Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may shall be entitled, at its sole discretion and at the expense of Company, to (a) return the Escrow Property to Company, or (b) petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may may, at any time, resign as escrow agent hereunder by furnishing written notice of its resignation to OTI each Party. At such time, all fees and expenses to which the ShareholdersEscrow Agent is entitled shall be immediately due and payable to Escrow Agent. OTI and the Shareholders The Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may shall be entitled, at its sole discretion and at the expense of the Company, to (a) return the Escrow Property to the Company, or (b) petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Company and the Shareholders. OTI Trustee, and the Shareholders Company and the Trustee may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Within 30 days after giving the notice of removal to the Escrow Agent or receiving the notice of resignation from the Escrow Agent, in each case pursuant to this Section 8(c), the Company shall appoint a successor Escrow Agent. If a successor Escrow Agent has not accepted such appointment by the end of such 30 day period, the Escrow Agent may, in its sole discretion, apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable fees and documented out-of-pocket costs of legal counsel) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Company. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of and acceptance by a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Escrowed Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersCompany, as evidenced by a written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders have failed to appoint a successor Escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the Shareholders.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a written notice of OTI executed by Parent and both of the Shareholders notifying the Escrow Agent Stockholder Representative, of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a written notice of OTI executed by Parent and the Shareholders Stockholder Representative, filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may may, at any time, resign as escrow agent hereunder by furnishing written notice of its resignation to OTI each Party. At the effectiveness of such resignation, all fees and expenses to which the ShareholdersEscrow Agent is entitled shall be immediately due and payable to Escrow Agent. OTI and the Shareholders The Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may shall be entitled, at its sole discretion and at the expense of Company and , to (a) return the Escrow Property to Company , or (b) petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its resignation or removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and such removal shall be effective upon the date specified in the joint written notice of removal, and in either case the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or the date specified in the joint written notice of removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI Nex-Tech and the Shareholders. OTI Lender, and Nex-Tech and the Shareholders Lender may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI Nex-Tech and the ShareholdersLender, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI Nex-Tech and the Shareholders Lender have failed to appoint a successor Escrow escrow agent prior to the expiration of the thirty (30) days day period following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI Nex-Tech and the ShareholdersSellers.

Resignation or Removal. The Escrow Agent may resign by furnishing thirty (30) days’ prior written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent Agent, with or without cause, by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal (a “Termination Notice”) along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Amount and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Subject to the remainder of this Section 3.3, the Escrow Agent may resign by furnishing a written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent Agent, with or without cause, by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and mutual agreement of the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent Agent, or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI the Parties. For the avoidance of doubt, no resignation by the Escrow Agent shall be effective prior to the appointment of a successor escrow agent. Upon appointment of the successor escrow agent, the Escrow Agent shall forward all documents and the ShareholdersEscrow Property to the successor.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI Parent and the Shareholders Stockholders' Representative may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of terminationremoval. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s 's sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI Parent and the ShareholdersStockholders' Representative, as evidenced by a written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI Parent and the Shareholders Stockholders' Representative have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) [*] days after the delivery of such written notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) [*] days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign as escrow agent with respect to the Escrow Property by furnishing written notice of its resignation to OTI Harbinger, and the Shareholders. OTI and the Shareholders Harbinger may remove the Escrow Agent as escrow agent with respect to the Escrow Property by furnishing to the Escrow Agent a written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) 30 days after the delivery of such notice or upon the earlier appointment of a successor. Notwithstanding any such resignation or removal, and the Escrow Agent’s sole responsibility thereafter Agent shall be retain title to safely keep the Escrow Deposit Property and to shall have the voting rights specified in Section 1.2 of this Agreement. Promptly following any such resignation or removal, the Escrow Agent shall deliver the same Escrow Property to a successor escrow agent as shall be appointed by OTI and the ShareholdersHarbinger, as evidenced by a written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders have Harbinger has failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) 30 days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersHarbinger.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal signed by the Seller Representative and Buyer along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of terminationremoval. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI signed by Seller Representative and the Shareholders Buyer filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a written notice of OTI and both of the Shareholders notifying the Escrow Agent Joint Direction of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination, which shall be borne fifty percent (50%) by Parent and fifty percent (50%) by the Stockholders’ Representative (on behalf of the Company Stockholders). Such resignation or removal, as the case may be, shall be effective thirty (30) calendar days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a written notice of OTI and the Shareholders Joint Direction filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) calendar days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of terminationremoval. Such resignation or removal, as the case may be, shall be effective thirty (30) calendar days after the delivery of such notice or upon the earlier appointment of a successor, and such removal shall be effective upon the date specified in the joint written notice of removal, and in either case the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Amount and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) calendar days following the delivery of such notice of resignation or the date specified in the joint written notice of removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) [*] days after the delivery of such written notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) [*] days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI the Parties. [*] Certain information in this document has been omitted and filed separately with the ShareholdersSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI Parent and the Shareholders. OTI Stockholder Representative, and Parent and the Shareholders Stockholder Representative may jointly remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI Parent and the ShareholdersStockholder Representative, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI Parent and the Shareholders Stockholder Representative have failed to jointly appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) 30 days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to promptly deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersSeller with the consent of the Buyer (which shall not be unreasonably withheld, provided such proposed escrow agent is an independent third party that as part of its ordinary course of business provides similar escrow services to other parties), as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) 30 days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to OTI the Parties, and the Shareholders. OTI and the Shareholders Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal signed by Buyer and the BFT Trustee along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of terminationremoval. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Property and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI signed by Buyer and the Shareholders BFT Trustee filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.

Resignation or Removal. The Escrow Agent may may, at any time, resign as escrow agent hereunder by furnishing written notice of its resignation to OTI each Party. At such time, all fees and expenses to which the ShareholdersEscrow Agent is entitled shall be immediately due and payable to Escrow Agent. OTI and the Shareholders The Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of OTI and both of the Shareholders notifying the Escrow Agent of its removal along with payment of all fees and expenses to which the Escrow Agent it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposit Funds and to deliver the same to a successor escrow agent as shall be appointed by OTI and the ShareholdersParties, as evidenced by a joint written notice of OTI and the Shareholders filed with the Escrow Agent or in accordance with a court order. If OTI and the Shareholders Parties have failed to appoint a successor Escrow escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may shall be entitled, at its sole discretion and at the expense of Investor, to petition any court of competent jurisdiction for the appointment of a successor Escrow escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon OTI and the ShareholdersParties.