Common use of Resignation or Termination of Escrow Agent Clause in Contracts

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving written notice of such resignation to the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ written notice (with such written notice being signed by Buyer and the Shareholders’ Representative) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to appoint a successor escrow agent to which the Escrow Agent shall distribute the funds and property then held hereunder, less the amount of any fees owing to the Escrow Agent hereunder as of such date. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunder, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling Shareholders. Thereupon, the Escrow Agent shall 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 hereunder. Except as otherwise agreed to in writing by the Parties, none of the Escrow Fund shall be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 4.3.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving thirty (30) calendar days prior written notice of such resignation to the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ joint written notice (with such written notice being signed by Buyer and the Shareholders’ RepresentativeParties) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to appoint a successor escrow agent to which the Escrow Agent shall distribute the funds and property then held hereunder, less hereunder in accordance with the amount of any fees owing to the Escrow Agent hereunder as of such dateterms hereof. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderagent, and the costs, reasonable costs and expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% one-half by Buyer EverArc, on the one hand, and 50% one-half by Seller, on the Selling Shareholders. Thereupon, the Escrow Agent shall 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 hereunderother hand. Except as otherwise agreed to in writing by the Parties, none of the no Escrow Fund Funds shall be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 4.35(e).

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving at least 30 days’ advance written notice of such resignation to the Parties Parties, and the Parties shall have the right to terminate the services of the Escrow Agent hereunder Agent, with or without cause, at any time by giving thirty (30) at least 30 days’ advance written notice (with such written notice being signed by an Authorized Representative of each of Buyer and the Shareholders’ Representative) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within Escrow Agent’s sole responsibility after such thirty (30) days day notice period expires shall be to hold the Deposit (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. With respect to the Adjustment Escrow Funds and the Insurance Deductible Escrow Funds, within five Business Days after receiving or delivering the aforesaid such notice, as the case may be, the Parties agree to jointly appoint a successor escrow agent Escrow Agent to which the Escrow Agent shall distribute disburse the funds Adjustment Escrow Funds and property the Insurance Deductible Escrow Funds then held hereunder, less the amount of any fees owing . With respect to the Sellers Representative Escrow Funds, within five Business Days after receiving or delivering such notice, as the case may be, Representative agrees to appoint a successor Escrow Agent to which Escrow Agent shall disburse the Sellers Representative Escrow Funds then held hereunder or to have the such funds distributed to Representative to be held in escrow for the benefit of the Sellers as of such dateprovided in the Purchase Agreement. If a successor escrow agent Escrow Agent has not been appointed and or has not accepted such appointment by the end of such thirty (30)-day 30-day termination or removal period, the Escrow Agent may apply (i) to the extent there are Adjustment Escrow Funds or Insurance Deductible Escrow Funds remaining at such time, interplead the Adjustment Escrow Funds and the Insurance Deductible Escrow Funds, as applicable, with a court of competent jurisdiction in the State of Delaware for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderEscrow Agent, and the out-of-pocket costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Adjustment Escrow Funds or Insurance Deductible Escrow Funds. As between the Parties, the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% shared equally by Buyer Buyer, on the one hand, and 50% by Representative, on the Selling Shareholders. Thereuponother hand; (ii) to the extent there are Sellers Representative Escrow Funds remaining at such time, interplead the Sellers Representative Escrow Agent shall be relieved Funds with a court of all further duties and obligations under this Agreement. The Escrow Agent shall have no responsibility competent jurisdiction in the State of Delaware for the appointment of a successor escrow agent hereunder. Except as otherwise agreed to Escrow Agent, and the out-of-pocket costs, expenses and reasonable attorneys’ fees which are incurred in writing by the Parties, none of the Escrow Fund connection with any such proceeding shall be released charged against and withdrawn from the Sellers Representative Escrow Account unless and until Funds; or (iii) appoint a successor escrow agent has been of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed in accordance with this Section 4.3successor escrow agent shall be deemed to be an agent of Escrow Agent.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving thirty (30) days advance written notice of such resignation to the Parties Parties, and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ days advance written notice (with such written notice being signed by Buyer Parent, Company and the ShareholdersStockholders’ RepresentativeRepresentatives) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) 5 business days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to appoint a successor escrow agent Escrow Agent to which the Escrow Agent shall distribute the funds and property Escrow Funds then held hereunder, less the amount of any fees owing to the Escrow Agent hereunder as of such date. If a successor escrow agent Escrow Agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day 30-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderEscrow Agent, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling Shareholders. Thereupon, out of the Escrow Agent shall 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 hereunderFunds. Except as otherwise agreed to in writing by the Parties, none of the no Escrow Fund Funds shall be released from the any Escrow Account unless and until a successor escrow agent Escrow Agent has been appointed in accordance with this Section 4.35(e).

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving thirty (30) calendar days prior written notice of such resignation to the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ joint written notice (with such written notice being signed by Buyer and the Shareholders’ RepresentativeParties) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to appoint a successor escrow agent to which the Escrow Agent shall distribute the funds and property then held hereunder, less hereunder in accordance with the amount of any fees owing to the Escrow Agent hereunder as of such dateterms hereof. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderagent, and the costs, reasonable costs and expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% one-half by Buyer Seller and 50% one-half by the Selling Shareholders. Thereupon, the Escrow Agent shall 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 hereunderPurchaser. Except as otherwise agreed to in writing by the Parties, none in the event of the Escrow Fund Agent’s resignation or termination, no Escrow Funds shall be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 4.35(e).

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving written notice of such resignation to the Parties Parties, and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ written notice (with such written notice being signed by Buyer and all of the Shareholders’ RepresentativeParties hereto) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to appoint a successor escrow agent Escrow Agent to which the Escrow Agent shall may distribute the funds and property then held hereunder, less the amount of any fees owing to the Escrow Agent hereunder as of such date. If a successor escrow agent Escrow Agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day 30) day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderEscrow Agent, and the costs, expenses expenses, and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling Shareholders. Thereupon, the Escrow Agent shall 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 hereunderCompany. Except as otherwise agreed to in writing by the Parties, none of the Escrow Fund no escrowed certificates or stock powers shall be released from the Escrow Account unless and until a successor escrow agent Escrow Agent has been appointed in accordance with this Section 4.3Paragraph 3(e).

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving five days prior written notice of such resignation to the Parties and the Escrowing Parties. The Escrowing Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ joint, written notice (with such written notice being signed by Buyer and each of the Shareholders’ RepresentativeEscrowing Parties) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) five days after receiving or delivering the aforesaid notice, as the case may be, the Escrowing Parties agree to will appoint a successor escrow agent to which the Escrow Agent shall distribute the funds and property then held hereunderhereunder in accordance with the terms hereof, less the amount of any fees owing and expenses that may be payable to the Escrow Agent hereunder as of such dateAgent. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day five day period, the Escrow Agent may interplead the Escrowed Items or otherwise deliver or apply to a any court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderagent, and the costs, reasonable costs and expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% out of the Escrowed Items or by the Selling Shareholders. ThereuponEscrowing Parties, the Escrow Agent shall be relieved of all further duties jointly and obligations under this Agreement. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunderseverally. Except as otherwise agreed to in writing by the Escrowing Parties, none the resignation or termination of the Escrow Fund Agent shall not cause or permit any Escrowed Items to be released from this Escrow Agreement unless interpleaded with the Escrow Account court or unless and until a successor escrow agent has been appointed in accordance with this Section 4.38. Upon interpleader or the appointment of a successor escrow agent and the delivery of all Escrowed Items held hereunder (other than fees and expenses payable to Escrow agent) to such successor escrow agent, Escrow Agent shall be released from any and all liabilities arising hereunder.

Resignation or Termination of Escrow Agent. 7.1 The Escrow Agent shall have the right to may resign at any time by upon giving at least sixty (60) days prior written notice of such resignation to the Parties Buyer and the Parties shall Seller’s Representative. In addition, by mutual agreement, Buyer and Seller’s Representative will have the right at any time upon not less than ten (10) days prior written notice to the Escrow Agent to terminate the services their appointment of the Escrow Agent hereunder at any time by giving thirty (30) days’ written notice (with as escrow agent. No such written notice being signed by resignation or termination will become effective until the appointment of a successor escrow agent, which will be accomplished in the following manner. Buyer and Seller’s Representative will use their commercially reasonable efforts to jointly select a successor escrow agent within sixty (60) days after receiving the Shareholders’ RepresentativeEscrow Agent’s notice of resignation or within ten (10) days of such giving a termination notice to the Escrow Agent, in each case specifying the effective date of such resignation or terminationas applicable. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties If Buyer and Seller’s Representative are unable to mutually agree upon and fail to appoint a successor escrow agent to which within the applicable time frame, the Escrow Agent shall distribute will have the funds and property then held hereunder, less the amount of any fees owing right to the Escrow Agent hereunder as of such date. If appoint a successor escrow agent has not been appointed or take the actions described in Section 5.4 hereof. The successor escrow agent will execute and has not accepted deliver an instrument accepting such appointment by and acknowledging and agreeing to the end terms of this Agreement and it will, 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. Upon delivery of such thirty (30)-day periodinstrument, the Escrow Agent may apply to a court of competent jurisdiction will be discharged from any further duties and liability under this Agreement except for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunder, and the costs, expenses and reasonable attorneys’ fees which are incurred liabilities arising in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling Shareholders. Thereupon, the Escrow Agent shall be relieved of all further duties and obligations under this Agreementits gross negligence or willful misconduct. The Escrow Agent shall have no responsibility for the appointment of will be paid any outstanding fees and expenses prior to transferring assets to a successor escrow agent hereunderagent. Except After any retiring Escrow Agent’s resignation, the provisions of this Agreement will inure to its benefit as otherwise agreed to in writing any actions taken or omitted to be taken by the Parties, none of the it while it was Escrow Fund shall be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with Agent under this Section 4.3Agreement.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving thirty calendar days prior written notice of such resignation to the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ joint written notice (with such written notice being signed by Buyer and the Shareholders’ RepresentativeParties) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to appoint a successor escrow agent to which the Escrow Agent shall distribute the funds and property then held hereunder, less hereunder in accordance with the amount of any fees owing to the Escrow Agent hereunder as of such dateterms hereof. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day thirty-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderagent, and the costs, reasonable costs and expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% one-half by the Selling Shareholders. ThereuponRepresentative (on behalf of the Blocker Seller and the Designated Unitholders), on the Escrow Agent shall be relieved of all further duties one hand, and obligations under this Agreement. The Escrow Agent shall have no responsibility for one-half by Buyxx, xn the appointment of a successor escrow agent hereunderother hand. Except as otherwise agreed to in writing by the Parties, none of if the Escrow Fund Agent has resigned or been terminated in accordance with this Section 5(e), no Escrow Funds shall be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 4.35(e).

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving written notice of such resignation to the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ written notice (with such written notice being signed by Buyer the Company and the Shareholders’ RepresentativeInvestor) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to appoint a successor escrow agent to which the Escrow Agent shall distribute the funds and property then held hereunder, less the amount of any fees owing to the Escrow Agent hereunder as of such date. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunder, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling ShareholdersCompany. Thereupon, the Escrow Agent shall 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 hereunder. Except as otherwise agreed to in writing by the Parties, none of the Escrow Fund shall be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 4.3subparagraph 4(c).

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to may, upon reasonable advance written notice, resign at any time and be discharged from its duties or obligations under this Escrow Agreement by giving written notice of such resignation to Buyer and Seller specifying the Parties date upon which such resignation shall take effect. Buyer and the Parties Seller shall have the right to terminate by mutual agreement the services appointment of the Escrow Agent hereunder at any time under this Escrow Agreement by giving thirty to it notice of such termination, specifying the date upon which such termination FORM 10-K Page 187 Exhibit 2.4 (30continued) days’ written notice (with shall take effect. In either such written notice being signed by event, the resigning or terminated Escrow Agent shall remain liable for any actions taken or omitted in the carrying out of its duties under this Escrow Agreement as Escrow Agent. In either such event, Buyer and the Shareholders’ Representative) of such termination to the Seller shall designate a successor Escrow Agent, in each case specifying who shall become bound by the effective date terms of such resignation or termination. Within thirty (30) days after receiving or delivering this Escrow Agreement; provided, however, that the aforesaid notice, as the case may be, the Parties agree to appoint designation of a successor escrow agent to which the Escrow Agent shall distribute not affect the funds and property then held hereunder, less the amount validity of any fees owing to the Escrow Agent hereunder as of such date. If a successor escrow agent has not been appointed and has not accepted such appointment action taken or any document executed by the end predecessor Escrow Agent. Upon demand of any such thirty (30)-day periodsuccessor Escrow Agent, all of the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and Escrowed Funds shall be entitled turned over and delivered to tender into such successor Escrow Agent, which shall, thereupon, be bound by all of the custody provisions of such court all funds this Escrow Agreement. Escrow Agent's agreements and property then held by it hereunder, obligations under this Escrow Agreement shall terminate and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling Shareholders. Thereupon, the Escrow Agent shall be relieved of all discharged from further duties and obligations under this Agreement. The Escrow Agent shall have no responsibility for Agreement upon the appointment final payment of a successor escrow agent hereunder. Except as otherwise agreed to in writing by the Parties, none all of the Escrow Fund shall be released from the Escrow Account unless and until a successor escrow agent has been appointed Escrowed Funds in accordance with this the terms of Section 4.35.1.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving 30 days’ advance written notice of such resignation to the Parties Parties, and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) 30 days’ advance written notice (with such written notice being signed by Buyer and the Shareholders’ Representative) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty With respect to the Primary Escrow Funds, within five (305) days Business Days after receiving or delivering the aforesaid such notice, as the case may be, the Parties agree to appoint a successor escrow agent Escrow Agent to which the Escrow Agent shall distribute disburse the funds and property Primary Escrow Funds then held hereunder, less the amount of any fees owing . With respect to the Secondary Escrow Funds, within five (5) Business Days after receiving or delivering such notice, as the case may be, the Representative agrees to appoint a successor Escrow Agent hereunder as of such dateto which Escrow Agent shall disburse the Secondary Escrow Funds then held hereunder. If a successor escrow agent Escrow Agent has not been appointed and or has not accepted such appointment by the end of such thirty (30)-day 30-day period, the Escrow Agent may apply (i) to the extent there are Primary Escrow Funds remaining at such time, interplead the Primary Escrow Funds with a court of competent jurisdiction in the State of Delaware for the appointment of a successor escrow agent Escrow Agent, and as between the Parties, the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be entitled shared equally by Buyer, on the one hand, and Representative, on the other hand; (ii) to tender into the custody extent there are Secondary Escrow Funds remaining at such time, interplead the Secondary Escrow Funds with a court of such court all funds and property then held by it hereundercompetent jurisdiction in the State of Delaware for the appointment of a successor Escrow Agent, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% borne by Buyer and 50% by the Selling ShareholdersRepresentative; or (iii) appoint a successor escrow agent of its own choice. Thereupon, the Escrow Agent shall be relieved of all further duties and obligations under this Agreement. The Escrow Agent shall have no responsibility for the Any appointment of a successor escrow agent hereundershall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Except as otherwise agreed to in writing by the Parties, none of the no Primary Escrow Fund Funds shall be released from the Primary Escrow Account following the resignation or termination of Escrow Agent unless and until a successor escrow agent Escrow Agent has been appointed in accordance with this Section 4.3.8.5 or in accordance with the directions of an Order, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section ARTICLE X. Except as otherwise agreed to in writing by the Representative and Escrow Agent, no Secondary Escrow Funds shall be released from the Secondary Escrow Account following the resignation or termination of Escrow Agent unless and until a successor Escrow Agent has been appointed in accordance with this Section 8.5 or in accordance with the directions of an Order, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section ARTICLE X.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving written notice of such resignation to the Parties Purchaser and the Parties Purchaser shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ written notice (with such written notice being signed by Buyer and the Shareholders’ Representative) of such termination to the Escrow Agent Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) 30 days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree Purchaser agrees to appoint a successor escrow agent Escrow Agent to which the Escrow Agent shall distribute the funds and property then held hereunder, less the amount of any fees owing to the provided that such successor Escrow Agent hereunder as is a commercial bank having capital, surplus and undivided profits of such datenot less than $100,000,000. If a successor escrow agent Escrow Agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day 30-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderEscrow Agent, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling Shareholders. Thereupon, the Escrow Agent shall 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 hereunderPurchaser or its Affiliates. Except as otherwise agreed to in writing by the Parties, none of the no Escrow Fund Funds shall be released from the Escrow Account unless and until a successor escrow agent Escrow Agent has been appointed in accordance with this Section 4.35(e).

Resignation or Termination of Escrow Agent. 7.1 The Escrow Agent shall have the right to may resign at any time by upon giving at least sixty (60) days prior written notice of such resignation to the Parties Buyer and the Parties shall Sellers' Representative. In addition, by mutual agreement, Buyer and Sellers' Representative will have the right at any time upon not less than ten (10) days prior written notice to the Escrow Agent to terminate the services their appointment of the Escrow Agent hereunder at any time by giving thirty (30) days’ written notice (with as escrow agent. No such written notice being signed by resignation or termination will become effective until the appointment of a successor escrow agent, which will be accomplished in the following manner. Buyer and Sellers' Representative will use their commercially reasonable efforts to jointly select a successor escrow agent within sixty (60) days after receiving the Shareholders’ RepresentativeEscrow Agent's notice of resignation or within ten (10) days of such giving a termination notice to the Escrow Agent, in each case specifying the effective date of such resignation or terminationas applicable. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties If Buyer and Sellers' Representative are unable to mutually agree upon and fail to appoint a successor escrow agent to which within the applicable time frame, the Escrow Agent shall distribute will have the funds and property then held hereunder, less the amount of any fees owing right to the Escrow Agent hereunder as of such date. If appoint a successor escrow agent has not been appointed or take the actions described in Section 5.4 hereof. The successor escrow agent will execute and has not accepted deliver an instrument accepting such appointment by and acknowledging and agreeing to the end terms of this Agreement and it will, 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. Upon delivery of such thirty (30)-day periodinstrument, the Escrow Agent may apply to a court of competent jurisdiction will be discharged from any further duties and liability under this Agreement except for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunder, and the costs, expenses and reasonable attorneys’ fees which are incurred liabilities arising in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling Shareholders. Thereuponits gross negligence, the Escrow Agent shall be relieved of all further duties and obligations under this Agreementbad faith or willful misconduct. The Escrow Agent shall have no responsibility for the appointment of will be paid any outstanding fees and expenses prior to transferring assets to a successor escrow agent hereunderagent. Except After any retiring Escrow Agent's resignation, the provisions of this Agreement will inure to its benefit as otherwise agreed to in writing any actions taken or omitted to be taken by the Parties, none of the it while it was Escrow Fund shall be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with Agent under this Section 4.3Agreement.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving written notice of such resignation to the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ ' written notice (with such written notice being signed by Buyer IHHI and the Shareholders’ RepresentativeOCPIN) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to appoint a successor escrow agent to which the Escrow Agent shall distribute the funds and property then held hereunder, less the amount of any fees owing to the Escrow Agent hereunder as of such date. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunder, and the costs, expenses and reasonable attorneys’ ' fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer IHHI and 50% by the Selling ShareholdersOCPIN. Thereupon, the Escrow Agent shall 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 hereunder. Except as otherwise agreed to in writing by the Parties, none of the Escrow Fund Stock Certificates evidencing the Escrowed Shares, Stock Powers, or Escrowed Cash shall be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 4.33.3.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving 30 days’ advance written notice of such resignation to the Parties Parties, and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) 30 days’ advance written notice (with such written notice being signed by Buyer and the Shareholders’ RepresentativeSeller) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty five (305) days Business Days after receiving or delivering the aforesaid such notice, as the case may be, the Parties agree to appoint a successor escrow agent Escrow Agent to which the Escrow Agent shall distribute disburse the funds and property Escrow Funds then held hereunder, less the amount of any fees owing to the Escrow Agent hereunder as of such date. If a successor escrow agent Escrow Agent has not been appointed and or has not accepted such appointment by the end of such thirty (30)-day 30-day period, the Escrow Agent may apply to (i) interplead the Escrow Funds with a court of competent jurisdiction in the State of Texas for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderEscrow Agent, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% shared equally by Buyer Buyer, on the one hand, and 50% by Seller, on the Selling Shareholdersother hand; or (ii) appoint a successor escrow agent of it own choice. Thereupon, the Escrow Agent shall be relieved of all further duties and obligations under this Agreement. The Escrow Agent shall have no responsibility for the Any appointment of a successor escrow agent hereundershall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Except as otherwise agreed to in writing by the Parties, none of the no Escrow Fund Funds shall be released from the Escrow Account following the resignation or termination of the Escrow Agent unless and until a successor escrow agent Escrow Agent has been appointed in accordance with this Section 4.37(e) or in accordance with the directions of an Order, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 9.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving 30 days’ advance written notice of such resignation to the Parties Parties, and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) 30 days’ advance written notice (with such written notice being signed by Buyer and the Shareholders’ RepresentativeBSC) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty five (305) days Business Days (hereinafter defined) after receiving or delivering the aforesaid such notice, as the case may be, the Parties agree to appoint a successor escrow agent Escrow Agent to which the Escrow Agent shall distribute disburse the funds and property Escrow Funds then held hereunder, less the amount of any fees owing to the Escrow Agent hereunder as of such date. If a successor escrow agent Escrow Agent has not been appointed and or has not accepted such appointment by the end of such thirty (30)-day 30-day period, the Escrow Agent may apply to (i) interplead the Escrow Funds with a court of competent jurisdiction in the State of Texas for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderEscrow Agent, and as between the Parties, the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% shared equally by Buyer Buyer, on the one hand, and 50% by BSC, on the Selling Shareholdersother hand; or (ii) appoint a successor escrow agent of its own choice. Thereupon, the Escrow Agent shall be relieved of all further duties and obligations under this Agreement. The Escrow Agent shall have no responsibility for the Any appointment of a successor escrow agent hereundershall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Except as otherwise agreed to in writing by the Parties, none of the no Escrow Fund Funds shall be released from the Escrow Account following the resignation or termination of the Escrow Agent unless and until a successor escrow agent Escrow Agent has been appointed in accordance with this Section 4.37(e) or in accordance with the directions of an Order, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 0.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving 30 days’ advance written notice of such resignation to the Parties Parties, and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) 30 days’ advance written notice (with such written notice being signed by Buyer and the Shareholders’ Representative) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days five Business Days after receiving or delivering the aforesaid such notice, as the case may be, the Parties agree to appoint a successor escrow agent Escrow Agent to which the Escrow Agent shall distribute disburse the funds and property Escrow Funds then held hereunder, less the amount of any fees owing to the Escrow Agent hereunder as of such date. If a successor escrow agent Escrow Agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day 30-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderEscrow Agent, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% shared equally by Buyer Buyer, on the one hand, and 50% by Representative, on the Selling Shareholders. Thereupon, the Escrow Agent shall 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 hereunderother hand. Except as otherwise agreed to in writing by the Parties, none of the no Escrow Fund Funds shall be released from the Escrow Account Accounts unless and until a successor escrow agent Escrow Agent has been appointed in accordance with this Section 4.37(e) or in accordance with the directions of an Order, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Section 9.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right is entitled to resign at any time by giving delivering not less than thirty (30) days’ advance written notice of such resignation to the Parties Buyer, Parent and the Parties Sellers, which notice shall have specify the right proposed effective date of resignation. Buyer and the Sellers are entitled to terminate the services of the Escrow Agent hereunder at any time by giving delivering not less than thirty (30) days’ advance written notice (with such written notice being signed by Buyer and the Shareholders’ RepresentativeSellers) of such termination to the Escrow Agent, in each case specifying which notice shall specify the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, Buyer and the Parties agree Sellers shall jointly appoint a successor escrow agent. The Escrow Agent’s resignation shall not be effective until (i) such appointment has been made, (ii) the Aggregate Escrow Shares and the Aggregate Cash Amount have been delivered to the successor escrow agent, and (iii) the successor’s acceptance of this Agreement and receipt of the Aggregate Escrow Shares and the Aggregate Cash Amount from the successor escrow agent and copies thereof shall have been sent to Buyer and the Sellers. The Escrow Agent may petition a court of competent jurisdiction to appoint a successor escrow agent to which if Buyer and the Escrow Agent shall distribute the funds and property then held hereunder, less the amount Sellers do not designate one within sixty (60) days of any fees owing to the Escrow Agent hereunder as receipt of such date. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunder, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling Shareholders. Thereupon, the Escrow Agent shall 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 hereunder. Except as otherwise agreed to in writing by the Parties, none of the Escrow Fund shall be released resignation from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 4.3Agent.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving delivering not less than thirty (30) days' advance written notice of such resignation to the Parties Purchaser, the Securityholders' Representative and the Parties Purchaser and the Securityholders' Representative shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving delivering not less than thirty (30) days’ ' advance written notice (with such written notice being signed by Buyer the Purchaser and the Shareholders’ Securityholders' Representative) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties Purchaser and the Securityholders' Representative shall agree to jointly appoint a successor escrow agent to which hereunder. The Escrow Agent's resignation shall not be effective until (i) such appointment has been made, (ii) the Aggregate Indemnity Escrow Agent shall distribute the funds Shares and property then held hereunder, less the amount of any fees owing Aggregate First Tranche Shares have been delivered to the successor escrow agent, and (iii) the successor's acceptance of this Agreement and receipt of the Aggregate Indemnity Escrow Agent hereunder as of such date. If a Shares and Aggregate First Tranche Shares from the successor escrow agent has not and copies thereof shall have been appointed sent to the Purchaser and has not accepted such appointment by the end of such thirty (30)-day period, the Securityholders' Representative. The Escrow Agent may apply to petition a court of competent jurisdiction for the appointment of a successor escrow agent if one is not designated by the Purchaser and shall be entitled to tender into the custody Securityholders' Representative within sixty (60) days of receipt of such court all funds and property then held by it hereunder, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling Shareholders. Thereupon, the Escrow Agent shall 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 hereunder. Except as otherwise agreed to in writing by the Parties, none of the Escrow Fund shall be released resignation from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 4.3Agent.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving written notice of such resignation to the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ ' written notice (with such written notice being signed by Buyer Purchaser and the Shareholders’ RepresentativeSeller) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to appoint a successor escrow agent to which the Escrow Agent shall distribute the funds and property then held hereunder, less the amount of any fees owing to the Escrow Agent hereunder as of such date. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunder, and the costs, expenses and reasonable attorneys’ ' fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer Purchaser and 50% by the Selling ShareholdersSeller. Thereupon, the Escrow Agent shall 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 hereunder. Except as otherwise agreed to in writing by the Parties, none of the Escrow Fund Stock Certificates evidencing the Escrowed Shares, nor Stock Powers, shall be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 4.33.3.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right is entitled to resign at any time by giving delivering not less than thirty (30) days’ advance written notice of such resignation to the Parties Buyer, the Parent and the Parties Sellers, which notice shall have specify the right proposed effective date of resignation. The Buyer and the Sellers are entitled to terminate the services of the Escrow Agent hereunder at any time by giving delivering not less than thirty (30) days’ advance written notice (with such written notice being signed by the Buyer and the Shareholders’ RepresentativeSellers) of such termination to the Escrow Agent, in each case specifying which notice shall specify the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree Buyer and the Sellers shall jointly appoint a successor escrow agent. The Escrow Agent’s resignation shall not be effective until (i) such appointment has been made, (ii) the Aggregate Escrow Shares and the Aggregate Cash Amount have been delivered to the successor escrow agent, and (iii) the successor’s acceptance of this Agreement and receipt of the Aggregate Escrow Shares and Aggregate Cash Amount from the successor escrow agent and copies thereof shall have been sent to the Buyer and the Sellers. The Escrow Agent may petition a court of competent jurisdiction to appoint a successor escrow agent to which if one the Escrow Agent shall distribute Buyer and the funds and property then held hereunder, less the amount Sellers do not designate one within sixty (60) days of any fees owing to the Escrow Agent hereunder as receipt of such date. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunder, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% by Buyer and 50% by the Selling Shareholders. Thereupon, the Escrow Agent shall 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 hereunder. Except as otherwise agreed to in writing by the Parties, none of the Escrow Fund shall be released resignation from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 4.3Agent.

Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving thirty (30) calendar days prior written notice of such resignation to the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving thirty (30) days’ joint written notice (with such written notice being signed by Buyer and the Shareholders’ RepresentativeParties) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to appoint a successor escrow agent to which the Escrow Agent shall distribute the funds and property then held hereunder, less hereunder in accordance with the amount of any fees owing to the Escrow Agent hereunder as of such dateterms hereof. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent and shall be entitled to tender into the custody of such court all funds and property then held by it hereunderagent, and the costs, reasonable costs and expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid 50% one-half by Buyer Representative, on the one hand, and 50% one-half by Parent, on the Selling Shareholders. Thereupon, the Escrow Agent shall 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 hereunderother hand. Except as otherwise agreed to in writing by the Parties, none of the no Escrow Fund Funds shall be released from the Escrow Account Accounts unless and until a successor escrow agent has been appointed in accordance with this Section 4.35(e).