Common use of Succession Clause in Contracts

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance joint written notice to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow 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, non-appealable court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice (pursuant to Section 10) in writing of such resignation to the Parties or may be removed, with or without cause, specifying a date when such resignation shall take effect. By delivery of joint written instructions by the Parties at any time after giving not less than to the Escrow Agent, the Parties shall have the right to terminate their appointment of the Escrow Agent, or successor escrow agent, as Escrow Agent, upon thirty (30) days’ notice to the Escrow Agent. If the Escrow Agent shall resign, be removed or otherwise become incapable of acting, the Parties shall appoint a successor to be the Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days advance joint written after giving notice to of such removal or following the receipt of the notice of resignation or incapacity, the Escrow AgentAgent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Earnout Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed agent as jointly instructed in writing by the Parties, or such other person designated by the Partiesif any, or in accordance with the directions of a final, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, the Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation provisions of Section 8 hereunder. The Escrow Agent shall have the right to withhold monies or removal dateproperty in an amount equal to any amount due and then owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent that the Parties are obligated to indemnify or reimburse the Escrow Agent for pursuant to this Agreement in connection with the termination of this Agreement, so long as the Escrow Agent has previously submitted a written invoice in respect thereof to the Parties that the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if not paid within 30 days of receipt of such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actinvoice.

Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to the Parties or may be removedPurchaser and the Stockholder Representative, specifying a date when such resignation a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with or without cause, by this Section 5. If the Parties at any time after giving not less than Purchaser and the Stockholder Representative have failed to appoint a successor Escrow Agent prior to the expiration of thirty (30) days advance joint written following receipt of the notice to of resignation, 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 all of the parties hereto. The Escrow Agent. Escrow Agent’s 's sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final, non-appealable final order or judgement of a court orderof competent jurisdiction, at which time of delivery, delivery the Escrow Agent’s 's obligations hereunder shall cease ease and terminate. If prior , subject to the effective resignation or removal dateprovisions of Section 7. In accordance with Section 7, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent shall have the right to deliver withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Deposit to another person as provided aboveAgent, or if such delivery is contrary to applicable law, at plus any time on or after costs and expenses the effective resignation date, Escrow Agent shall reasonably believe may either (a) interplead be incurred by the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred Agent in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent termination of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actAgreement.

Succession. (a) The Earnout Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice (pursuant to Section 10) in writing of such resignation to the Parties or may be removed, with or without cause, specifying a date when such resignation shall take effect. By delivery of joint written instructions by the Parties at any time after giving not less than to the Earnout Escrow Agent, the Parties shall have the right to terminate their appointment of the Earnout Escrow Agent, or successor escrow agent, as Earnout Escrow Agent, upon thirty (30) days’ notice to the Earnout Escrow Agent. If the Earnout Escrow Agent shall resign, be removed or otherwise become incapable of acting, the Parties shall appoint a successor to be the Earnout Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days advance joint written after giving notice to of such removal or following the receipt of the notice of resignation or incapacity, the Earnout Escrow AgentAgent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the Parties. The Earnout Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Earnout Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed agent as jointly instructed in writing by the Parties, or such other person designated by the Partiesif any, or in accordance with the directions of a final, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, the Earnout Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation provisions of Section 8. The Earnout Escrow Agent shall have the right to withhold monies or removal dateproperty in an amount equal to any amount due and then owing to the Earnout Escrow Agent, plus any costs and expenses the Earnout Escrow Agent shall reasonably believe may be incurred by the Earnout Escrow Agent that the Parties are obligated to indemnify or reimburse the Earnout Escrow Agent for pursuant to this Agreement in connection with the termination of this Agreement, so long as the Earnout Escrow Agent has previously submitted a written invoice in respect thereof to the Parties that the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if not paid within thirty (30) days of receipt of such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actinvoice.

Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice (pursuant to Section 10) in writing of such resignation to the Parties or may be removed, with or without cause, specifying a date when such resignation shall take effect. By delivery of joint written instructions by the Parties at any time after giving not less than to the Escrow Agent, the Parties shall have the right to terminate their appointment of the Escrow Agent, or successor escrow agent, as Escrow Agent, upon thirty (30) days’ notice to the Escrow Agent. If the Escrow Agent shall resign, be removed or otherwise become incapable of acting, the Parties shall appoint a successor to be the Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days advance joint written after giving notice to of such removal or following the receipt of the notice of resignation or incapacity, the Escrow AgentAgent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Adjustment Escrow Deposit Shares and the Earnout Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed agent as jointly instructed in writing by the Parties, or such other person designated by the Partiesif any, or in accordance with the directions of a final, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, the Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation provisions of Section 8 hereunder. The Escrow Agent shall have the right to withhold monies or removal dateproperty in an amount equal to any amount due and then owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent that the Parties are obligated to indemnify or reimburse the Escrow Agent for pursuant to this Agreement in connection with the termination of this Agreement, so long as the Escrow Agent has previously submitted a written invoice in respect thereof to the Parties that the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if not paid within thirty (30) days of receipt of such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actinvoice.

Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to the Parties or may be removedIndemnified Party Representative, and the Securityholder Representative, specifying a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with or without causethis Section 5. If the Indemnified Party Representative, by and the Parties at any time after giving not less than Securityholder Representative have failed to appoint a successor Escrow Agent prior to the expiration of thirty (30) days advance joint written following receipt of the notice to of resignation, 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 all of the parties hereto. The Escrow Agent. Escrow Agent’s 's sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of an Order or judgement of a final, non-appealable court orderof competent jurisdiction, at which time of delivery, the Escrow Agent’s 's obligations hereunder shall cease and terminate. If prior , subject to the effective resignation or removal dateprovisions of Section 7. In accordance with Section 7, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent shall have the right to deliver withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Deposit to another person as provided aboveAgent, or if such delivery is contrary to applicable law, at plus any time on or after costs and expenses the effective resignation date, Escrow Agent shall reasonably believe may either (a) interplead be incurred by the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred Agent in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent termination of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actAgreement.

Succession. (a) The Earnout Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice (pursuant to Section 10) in writing of such resignation to the Parties or may be removed, with or without cause, specifying a date when such resignation shall take effect. By delivery of joint written instructions by the Parties at any time after giving not less than to the Escrow Agent, the Parties shall have the right to terminate their appointment of the Earnout Escrow Agent, or successor escrow agent, as Earnout Escrow Agent, upon thirty (30) days’ notice to the Earnout Escrow Agent. If the Earnout Escrow Agent shall resign, be removed or otherwise become incapable of acting, the Parties shall appoint a successor to be the Earnout Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days advance joint written after giving notice to of such removal or following the receipt of the notice of resignation or incapacity, the Earnout Escrow AgentAgent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Earnout Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Earnout Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed agent as jointly instructed in writing by the Parties, or such other person designated by the Partiesif any, or in accordance with the directions of a final, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, the Earnout Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation provisions of Section 8 hereunder. The Earnout Escrow Agent shall have the right to withhold monies or removal dateproperty in an amount equal to any amount due and then owing to the Earnout Escrow Agent, plus any costs and expenses the Earnout Escrow Agent shall reasonably believe may be incurred by the Earnout Escrow Agent that the Parties are obligated to indemnify or reimburse the Earnout Escrow Agent for pursuant to this Agreement in connection with the termination of this Agreement, so long as the Earnout Escrow Agent has previously submitted a written invoice in respect thereof to the Parties that the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if not paid within 30 days of receipt of such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actinvoice.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance joint written notice to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit (without any obligation to reinvest the same) Fund 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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit Fund with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositFund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty sixty (3060) days days’ advance notice in writing of such resignation to Xxxxx Xxxxxx, Spinco and the Parties Voyager Stockholders’ Representative, provided that such resignation shall not take effect until a successor escrow agent has been appointed in accordance with this Section 5. Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative shall agree upon a successor escrow agent. If Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative have failed to appoint a successor escrow agent prior to the expiration of sixty (60) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or may for other appropriate relief, and any such resulting appointment shall be removed, with or without cause, by binding upon all of the Parties parties hereto. The Escrow Agent shall also resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time after giving not less than thirty (30) days advance joint written notice to Escrow Agentby Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in this Section 5(a). The Escrow Agent’s sole responsibility after such thirty sixty (3060) day notice period expires or upon acceptance of appointment by a successor escrow agent, as applicable, shall be to hold the Escrow Deposit Escrowed Shares, along with any dividends paid with respect to such Escrowed Shares and delivered in accordance with Section 2(b)(ii) (without any obligation to reinvest the same) such dividends), and to deliver the same to a designated substitute successor 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, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, delivery the Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State provisions of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choiceSection 7 below. Any appointment of a successor escrow agent shall be binding upon execute and deliver to the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. predecessor Escrow Agent shall deliver and the parties hereto an instrument accepting such appointment and the transfer of the Escrow Deposit Shares and any dividends paid thereon and agreeing to any appointed successor escrow agent, at which time Escrow Agent’s obligations under the terms of this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actAgreement.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance joint written notice to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Amount (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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit Amount to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit Amount with a court located in the State of New York Delaware and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Cash Account or if the Cash Account is insufficient, from the Escrow DepositShare Dividend Amount or if the Escrow Share Dividend Amount is insufficient, the Escrow Shares may be liquidated and such amounts may be paid using the proceeds thereof; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Amount to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to the Parties or may be removedCompany, TipTop and the Sponsor, specifying a date when such resignation a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with or without causethis Section 6. If the Company, by TipTop and the Parties at any time after giving not less than Sponsor have failed to appoint a successor Escrow Agent prior to the expiration of thirty (30) days advance joint written following receipt of the notice to of resignation, the Escrow AgentAgent 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 all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of an Order or judgement of a final, non-appealable court orderof competent jurisdiction, at which time of delivery, the Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation or removal dateprovisions of Section 8. In accordance with Section 8, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent shall have the right to deliver withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Deposit to another person as provided aboveAgent, or if such delivery is contrary to applicable law, at plus any time on or after costs and expenses the effective resignation date, Escrow Agent shall reasonably believe may either (a) interplead be incurred by the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred Agent in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent termination of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actAgreement.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance joint written notice to the Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Deposit Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) may interplead the Escrow Deposit Fund with a court located in the State of New York Illinois and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositFund; or (b) appoint a successor escrow agent of its it own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. (a) The Earnout Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice (pursuant to Section 10) in writing of such resignation to the Parties or may be removed, with or without cause, specifying a date when such resignation shall take effect. By delivery of joint written instructions by the Parties at any time after giving not less than to the Escrow Agent, the Parties shall have the right to terminate their appointment of the Earnout Escrow Agent, or successor escrow agent, as Exxxxxx Xxxxxx Agent, upon thirty (30) days’ notice to the Earnout Escrow Agent. If the Earnout Exxxxx Agent shall resign, be removed or otherwise become incapable of acting, the Parties shall appoint a successor to be the Earnout Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days advance joint written after giving notice to of such removal or following the receipt of the notice of resignation or incapacity, the Earnout Escrow AgentAgent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Earnout Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Earnout Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed agent as jointly instructed in writing by the Parties, or such other person designated by the Partiesif any, or in accordance with the directions of a final, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, the Earnout Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation provisions of Section 8 hereunder. The Earnout Escrow Agent shall have the right to withhold monies or removal dateproperty in an amount equal to any amount due and then owing to the Earnout Escrow Agent, plus any costs and expenses the Earnout Escrow Agent shall reasonably believe may be incurred by the Earnout Escrow Agent that the PubCo is obligated to indemnify or reimburse the Earnout Escrow Agent for pursuant to this Agreement in connection with the termination of this Agreement, so long as the Earnout Escrow Agent has previously submitted a written invoice in respect thereof to the Parties that the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if not paid within 30 days of receipt of such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actinvoice.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) 30 days advance notice in writing of such resignation to the Parties or specifying a date when such resignation shall take effect. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be removed, with or without cause, incurred by the Parties at Escrow Agent in connection with the termination of the Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any time after giving not less than thirty (30) days advance joint written notice corporation or association to which all or substantially all the escrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act. Escrow Agent’s sole responsibility after such thirty (30) -day notice period expires shall be to hold the Escrow 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, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, delivery Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agentagent prior to the expiration of 30 days following receipt of the notice of resignation, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at may petition any time on or after court of competent jurisdiction for the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actparties hereto.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no not less than thirty (30) days advance notice in writing of such resignation to the Parties Parties, or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance prior joint written notice to the Escrow Agent. Escrow Agent’s sole responsibility after such applicable thirty (30) day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Deposit Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) may interplead the Escrow Deposit Fund with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositFund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no not less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance prior joint written notice to the Escrow Agent. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Escrowed Funds (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, Parties (or such other person designated by only the PartiesTrustee after its delivery of a Notice of Exclusive Control to the Escrow Agent), or in accordance with the directions of a final, non-appealable final court order, at which time of delivery, the Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties (or the Trustee after its delivery of a Notice of Exclusive Control to the Escrow Agent) have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Deposit Escrowed Funds to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, the Escrow Agent may either (a) may interplead the Escrow Deposit Escrowed Funds with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may shall be charged against and withdrawn from paid by the Escrow DepositIssuer; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of the Escrow Agent. The Escrow Agent shall deliver the Escrow Deposit Escrowed Funds to any appointed successor escrow agent, at which time the Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days' advance notice in writing of such resignation to the Parties or other parties hereto specifying a date when such resignation shall take effect. The Escrow Agent may be removed, with or without cause, removed by the Parties at any time after giving not less than mutual consent of Parent and the Stockholder Representative upon thirty (30) days advance joint days' prior written notice to the Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow 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, non-appealable court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective No resignation or removal date, of the Parties have failed to appoint Escrow Agent and no appointment of a successor escrow agent, however, shall be effective until the acceptance of appointment by the successor escrow agent in the manner herein provided. In the event of the resignation or to instruct Escrow Agent to deliver removal of the Escrow Deposit to another person as provided aboveAgent, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York Parent and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint Stockholder Representative shall agree upon a successor escrow agent of its own choiceagent. Any successor escrow agent, whether appointed by the mutual agreement of Parent and the Stockholder Representative or otherwise, shall execute and deliver to the Parent and the Stockholder Representative an instrument accepting such appointment and thereupon such successor escrow agent shall, without further act, become vested with all rights, powers and duties of the predecessor escrow agent as if originally named as Escrow Agent. If Parent and the Stockholder Representative are unable to agree upon a successor escrow agent, the Escrow Agent shall be entitled to apply to a court of competent jurisdiction for the appointment of a successor successor. If the Escrow Agent either resigns or receives a written notice signed by Parent and the Stockholder Representative stating that they have selected another escrow agent agent, any portion of the Working Capital Escrow Fund invested by the Escrow Agent shall be binding upon promptly liquidated, and the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Working Capital Escrow Deposit Fund to the successor escrow agent named in the aforesaid notice within ten (10) days of its receipt of such notice. Upon the resignation or removal of the Escrow Agent pursuant to this Section 6, the Escrow Agent shall have the right to withhold an amount equal to any appointed successor escrow agent, at which time amount then due and owing to the Escrow Agent pursuant to Section 7 hereof. The rights of the Escrow Agent and the obligations of the other parties hereto under Sections 7 and 8 hereof shall survive the resignation or removal of the Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance joint written notice to the Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Deposit Funds to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) may interplead the Escrow Deposit Funds with a court located in the State of New York Illinois and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositFunds; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Funds to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to the Parties or may be removedPurchaser and the Stockholder Representative, specifying a date when such resignation a date when such resignation shall take effect; provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with or without cause, by this Section 5. If the Parties at any time after giving not less than Purchaser and the Stockholder Representative have failed to appoint a successor Escrow Agent prior to the expiration of thirty (30) days advance joint written following receipt of the notice to of resignation, the Escrow AgentAgent 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 all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of an Order or judgement of a final, non-appealable court orderof competent jurisdiction, at which time of delivery, delivery the Escrow Agent’s obligations hereunder shall cease ease and terminate. If prior , subject to the effective resignation or removal dateprovisions of Section 7. In accordance with Section 7, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent shall have the right to deliver withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Deposit to another person as provided aboveAgent, or if such delivery is contrary to applicable law, at plus any time on or after costs and expenses the effective resignation date, Escrow Agent shall reasonably believe may either (a) interplead be incurred by the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred Agent in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent termination of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actAgreement.

Succession. The Escrow Agent may (i) resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) at least 30 calendar days advance notice in writing of such resignation to the other Parties specifying a date when such resignation shall take effect or may (ii) be removed, with removed and be discharged from its duties or without cause, obligations hereunder by the Parties at any time after giving not less than thirty (30) days advance joint written notice delivery of Joint Instructions to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit (without any obligation to reinvest the same) and to deliver the same to Agent specifying a designated substitute escrow agent, if any, appointed by the Parties, or date when such other person designated by the Parties, or in accordance with the directions of a final, non-appealable court order, at which time of delivery, Escrow Agent’s obligations hereunder removal shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choicetake place. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all the escrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further actaction, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. In case the office of the Escrow Agent shall become vacant for any reason, the Buyer and Majority Shareholder shall appoint a bank or trust company with an office in New York, New York, having a net worth (as reflected in its latest publicly available certified financial statements) in excess of $500,000,000 as successor to the Escrow Agent (the “Successor Escrow Agent”) hereunder by an instrument or instruments in writing executed by the Buyer and Majority Shareholder and delivered to such Successor Escrow Agent, and give notice of such to the retiring Escrow Agent, whereupon such Successor Escrow Agent shall succeed to all rights and obligations of the retiring Escrow Agent as if this Escrow Agreement were originally executed by such Successor Escrow Agent, and the retiring Escrow Agent shall deliver to such Successor Escrow Agent the Escrow Fund and all related records and documents. If no Successor Escrow Agent shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation by the Escrow Agent in accordance with Section 7(a) above, the retiring Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor or for other appropriate relief. Upon any delivery of the Escrow Fund under this Section 7, all of the Escrow Agent’s obligations under this Escrow Agreement shall cease and terminate. The Escrow Agent’s sole responsibility following 30 calendar days after its notice of resignation given under this Section 7 shall be to safekeep the Escrow Fund.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days' advance notice in writing of such resignation to the Parties or other parties hereto specifying a date when such resignation shall take effect. The Escrow Agent may be removed, with or without cause, removed by the Parties at any time after giving not less than mutual consent of Parent and the Stockholder Representative upon thirty (30) days advance joint days' prior written notice to the Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow 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, non-appealable court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective No resignation or removal date, of the Parties have failed to appoint Escrow Agent and no appointment of a successor escrow agent, however, shall be effective until the acceptance of appointment by the successor escrow agent in the manner herein provided. In the event of the resignation or to instruct Escrow Agent to deliver removal of the Escrow Deposit to another person as provided aboveAgent, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York Parent and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint Stockholder Representative shall agree upon a successor escrow agent of its own choiceagent. Any successor escrow agent, whether appointed by the mutual agreement of Parent and the Stockholder Representative or otherwise, shall execute and deliver to the Parent and the Stockholder Representative an instrument accepting such appointment and thereupon such successor escrow agent shall, without further act, become vested with all rights, powers and duties of the predecessor escrow agent as if originally named as Escrow Agent. If Parent and the Stockholder Representative are unable to agree upon a successor escrow agent, the Escrow Agent shall be entitled to apply to a court of competent jurisdiction for the appointment of a successor successor. If the Escrow Agent either resigns or receives a written notice signed by Parent and the Stockholder Representative stating that they have selected another escrow agent agent, any portion of the Escrow Fund invested by the Escrow Agent shall be binding upon promptly liquidated, and the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to the successor escrow agent named in the aforesaid notice within ten (10) days of its receipt of such notice. Upon the resignation or removal of the Escrow Agent pursuant to this Section 6, the Escrow Agent shall have the right to withhold an amount equal to any appointed successor escrow agent, at which time amount due and owing to the Escrow Agent pursuant to Section 7 hereof. The rights of the Escrow Agent and the obligations of the other parties hereto under Sections 7 and 8 hereof shall survive the resignation or removal of the Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no not less than thirty (30) days days’ advance notice in writing of such resignation to the Parties Parties, or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days days’ advance joint written notice to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires resignation or removal becomes effective shall be to hold the Escrow Deposit Fund (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, non-appealable final court order, at which time of delivery, delivery Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date or removal date, Escrow Agent may either (a) interplead the Escrow Deposit Fund with a court located in the State of New York South Carolina and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositFund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by specifying a date when such resignation shall take effect. If the Parties at any time after giving not less than have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days advance joint written following receipt of the notice to of resignation, the Escrow AgentAgent may petition any court in the State of New York for the appointment of a successor escrow agent within the State of New York or for other appropriate relief, and any such resulting appointment shall be binding upon all of the Parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, delivery Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation or removal dateprovisions of Section 8 hereunder. In accordance with Section 8 below, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent shall have the right to deliver withhold an amount of Parent common shares equal to the quotient of (i) any dollar amount due and owing to the Escrow Deposit to another person as provided aboveAgent, or if such delivery is contrary to applicable law, at plus any time on or after costs and expenses the effective resignation date, Escrow Agent shall reasonably believe may either (a) interplead be incurred by the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred Agent in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or termination of the Agreement divided by (bii) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver closing price per share on NASDAQ for Parent common shares on the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminateimmediately preceding trading day. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance joint written notice Joint Written Instruction to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit Fund with a court located in the State of New York Delaware and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choiceFund. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) 30 days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by Purchaser and the Parties at any time after giving not less than Seller Representative specifying a date when such resignation shall take effect. The Purchaser and the Seller Representative shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days advance joint written after receiving such notice 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 escrow agent. If the Purchaser and the Seller Representative have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow AgentAgent 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 all of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Cash Escrow Deposit Funds (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, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, delivery Escrow Agent’s obligations hereunder shall cease and terminate. If prior The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the effective resignation or removal dateEscrow Agent, plus any costs and expenses the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver shall reasonably believe may be incurred by the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the termination of this Escrow Deposit; or (b) appoint a successor escrow agent of its own choiceAgreement. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all the escrow business of the Escrow Agent’s line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

Succession. a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to Purchaser and Members’ Representative specifying a date when such resignation shall take effect, provided that such resignation shall not take effect until a successor Escrow Agent has been appointed in accordance with this Section 5. If Purchaser and Members’ Representative have failed to appoint a mutually acceptable successor Escrow Agent prior to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than expiration of thirty (30) days advance joint written following receipt of the notice to of resignation, the Escrow AgentAgent 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 all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final, non-appealable final order or judgement of a court orderof competent jurisdiction, at which time of delivery, delivery the Escrow Agent’s obligations hereunder shall cease ease and terminate. If prior , subject to the effective resignation or removal dateprovisions of Section 7 below. In accordance with Section 7 below, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent shall have the right to deliver withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against this Agreement, plus any costs and withdrawn from expenses the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver reasonably believe may be incurred by the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under Agent in connection with the termination of this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actAgreement.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) 10 days advance notice in writing of such resignation to the Parties or specifying a date when such resignation shall take effect. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be removed, with or without cause, incurred by the Parties at Escrow Agent in connection with the termination of the Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any time after giving not less than thirty (30) days advance joint written notice corporation or association to which all or substantially all the escrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act. Escrow Agent’s sole responsibility after such thirty (30) 10-day notice period expires shall be to hold the Escrow 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, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, delivery Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agentagent prior to the expiration of 10 days following receipt of the notice of resignation, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at may petition any time on or after court of competent jurisdiction for the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actparties hereto.

Succession. (a) The Earnout Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice (pursuant to Section 10) in writing of such resignation to the Parties or may be removed, with or without cause, specifying a date when such resignation shall take effect. By delivery of joint written instructions by the Parties at any time after giving not less than to the Earnout Escrow Agent, the Parties shall have the right to terminate their appointment of the Earnout Escrow Agent, or successor escrow agent, as Earnout Escrow Agent, upon thirty (30) days’ notice to the Earnout Escrow Agent. If the Earnout Escrow Agent shall resign, be removed or otherwise become incapable of acting, the Parties shall appoint a successor to be the Earnout Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days advance joint written after giving notice to of such removal or following the receipt of the notice of resignation or incapacity, the Earnout Escrow AgentAgent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Earnout Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Sponsor Earn-out Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed agent as jointly instructed in writing by the Parties, or such other person designated by the Partiesif any, or in accordance with the directions of a final, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, the Earnout Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation provisions of Section 8 hereunder. The Earnout Escrow Agent shall have the right to withhold monies or removal dateproperty in an amount equal to any amount due and then owing to the Earnout Escrow Agent, plus any costs and expenses the Earnout Escrow Agent shall reasonably believe may be incurred by the Earnout Escrow Agent that the Parties are obligated to indemnify or reimburse the Earnout Escrow Agent for pursuant to this Agreement in connection with the termination of this Agreement, so long as the Earnout Escrow Agent has previously submitted a written invoice in respect thereof to the Parties that the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if not paid within 30 days of receipt of such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actinvoice.

Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to the Parties or may be removedPurchaser CEO Representative and the Seller Representative specifying the date when such resignation shall take effect, provided that such resignation shall not take effect until a successor Xxxxxx Agent has been appointed in accordance with or without causethis Section 5. If the Purchaser CEO Representative and Seller Representative have failed to jointly appoint a successor Xxxxxx Agent, by mutually acceptable to Purchaser and the Parties at any time after giving not less than Company, prior to the expiration of thirty (30) days advance joint written following receipt of the notice to of resignation, the Escrow AgentAgent may petition any court of competent jurisdiction for the appointment of a successor Xxxxxx Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Property (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agentEscrow Agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final, non-appealable final order or judgement of a court orderof competent jurisdiction, at which time of delivery, delivery the Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation or removal dateprovisions of Section 7. In accordance with Section 7, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent shall have the right to deliver withhold, as security, an amount of shares equal to any dollar amount due and owing to the Escrow Deposit to another person as provided aboveAgent, or if such delivery is contrary to applicable law, at plus any time on or after costs and expenses the effective resignation date, Escrow Agent shall reasonably believe may either (a) interplead be incurred by the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred Agent in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or termination of this Agreement. (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties upon mutual written agreement of Buyer and Seller Representative at any time after giving not less than thirty (30) days advance joint written notice to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Funds (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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit Funds to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit Funds with a court located in the State of New York Delaware and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositFunds; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Funds to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no not less than thirty (30) days advance notice in writing of such resignation to the Parties Parties, or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance prior joint written notice to the Escrow Agent. The Escrow Agent’s sole responsibility after such applicable thirty (30) day notice period expires shall be to hold the Escrow 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, non-appealable final court order, at which time of delivery, the Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, the Escrow Agent may either (a) may interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of the Escrow Agent. The Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time the Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no not less than thirty (30) days advance notice in writing of specifying a date when such resignation to the Parties shall take effect or may be removed, with or without cause, by the Parties joint written instructions from Seller and Purchaser at any time after giving not less than thirty (30) days advance joint prior written notice to the Escrow Agent. Escrow Agent’s sole responsibility after such applicable thirty (30) day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final and binding court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Deposit Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) may interplead the Escrow Deposit Fund with a court located in the State of New York Delaware and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositFund; or (b) appoint a successor escrow agent of its own choicechoice so long as such escrow agent is a New York branch of a U.S. bank. Any appointment of a successor escrow agent shall be binding upon the Parties Parties, and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to any successor Escrow Agent duly appointed successor escrow agentby Seller and Purchaser, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) 30 days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by Purchaser and the Parties at any time after giving not less than Seller Representative specifying a date when such resignation shall take effect. The Purchaser and the Seller Representative shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days advance joint written after receiving such notice 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 escrow agent. If the Purchaser and the Seller Representative have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow AgentAgent 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 all of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Funds (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, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, delivery Escrow Agent’s obligations hereunder shall cease and terminate. If prior The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the effective resignation or removal dateEscrow Agent, plus any costs and expenses the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver shall reasonably believe may be incurred by the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the termination of this Escrow Deposit; or (b) appoint a successor escrow agent of its own choiceAgreement. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all the escrow business of the Escrow Agent’s line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to the Parties or may be removedremoved by the Parties, with or without cause, at any time by the Parties at any time after giving not less than thirty (30) days days’ advance joint written notice (signed by both Parties) of such removal to the Escrow Agent. Except as otherwise provided in this Section 5, Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Fund (without any obligation to reinvest the same) and to ). In the event of such resignation or removal, Escrow Agent shall deliver the same Fund to a designated substitute or successor 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, non-appealable final order or judgment of a court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminatecompetent jurisdiction. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation or removal date, Escrow Agent may either (a) interplead the Escrow Deposit Fund with a court located in the State of New York Delaware and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choiceFund. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no not less than thirty (30) days advance notice in writing of such resignation to the Parties Parties, or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance prior joint written notice to the Escrow Agent. Escrow Agent’s sole responsibility after such applicable thirty (30) day notice period expires shall be to hold the Escrow Deposit Funds (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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Deposit Funds to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) may interplead the Escrow Deposit Funds with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositFunds; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Funds to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) 30 days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by Parent and the Parties at any time after giving not less than Stockholders’ Representative specifying a date when such resignation shall take effect. The Parent and the Stockholders’ Representative shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days advance joint written after receiving such notice 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 escrow agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow AgentAgent 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 all of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Funds (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, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, delivery Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct provisions of Sections 7 and 8 hereunder. The Escrow Agent shall have the right to deliver withhold an amount equal to any amount due and owing to the Escrow Deposit to another person as provided aboveAgent, or if such delivery is contrary to applicable law, at plus any time on or after costs and expenses the effective resignation date, Escrow Agent shall reasonably believe may either (a) interplead be incurred by the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred Agent in connection with such proceeding may be charged against and withdrawn from the termination of the Revenue Escrow Deposit; or (b) appoint a successor escrow agent of its own choiceAgreement. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all the escrow business of the Escrow Agent’s line of business may be transferred, shall be the Escrow Agent under this Revenue Escrow Agreement without further act.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty ten (3010) days days’ advance notice in writing of such resignation to the Parties or may be removedother parties hereto specifying a date when such resignation shall take effect. Upon the effective date of such resignation, with or without cause, Escrow Agent shall deliver the Escrow Fund to any substitute escrow agent designated by the Parties at any time after giving not less than thirty Parent and Target Shareholder’s Representative in writing. If Parent and Target Shareholder’s Representative fail to designate a substitute escrow agent within ten (3010) days advance joint written notice to after the resignation notice, Escrow Agent may institute a petition for interpleader. Escrow Agent. ’s obligations hereunder shall cease and terminate after the resignation notice and Escrow Agent’s sole responsibility after such thirty (30) day the resignation notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final order or judgment of a court order, at which time of delivery, competent jurisdiction. The Escrow Agent’s obligations hereunder Agent shall cease have the right to withhold an amount equal to any amount due and terminate. If prior owing to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent hereunder, plus, upon written notice to deliver Parent and the Target Shareholders’ Representative, any costs and expenses the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after Agent shall reasonably believe may be incurred by the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the termination of this Escrow Deposit; or (b) appoint a successor escrow agent of its own choiceAgreement. Any appointment of a successor escrow agent shall be binding upon corporation or association unaffiliated with Parent or the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity Target Shareholders’ Representative into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all the escrow business of the Escrow Agent’s line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further actact and without modification to the terms and conditions of this Escrow Agreement.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) 10 days advance notice in writing of such resignation to the Parties or specifying a date when such resignation shall take effect. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses this Escrow Agent shall reasonably believe may be removed, with or without cause, incurred by the Parties at Escrow Agent in connection with the termination of the Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any time after giving not less than thirty (30) days advance joint written notice 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 Escrow Agreement without further act. The Escrow Agent’s sole responsibility after such thirty (30) 10-day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, delivery the Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agentagent prior to the expiration of ten (10) days following receipt of the notice of resignation, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead petition any court of competent jurisdiction for the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actparties hereto.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder at any time by giving no less than thirty (30) days advance notice in writing of such its written resignation to the Parties or may be removed, with or without cause, by Parties. Such resignation shall take effect on the Parties at any time after giving not less than thirty earlier of (30a) a successor escrow agent being in place and (b) 30 days advance joint written notice to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be resignation is given to hold the Escrow 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 . In such other person designated by the Parties, or in accordance with the directions of a final, non-appealable court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal dateevent, the Parties have failed may appoint a successor escrow agent by mutual consent. If the Parties fail to appoint a successor escrow agentagent prior to the expiration of 30 days following receipt of the notice of resignation, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead petition any Competent Court for the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties and no appointed all parties hereto. The successor escrow agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment and the successor escrow agent shall, without further acts, be deemed to be an agent vested with all the estates, property rights, powers and duties of the predecessor Escrow AgentAgent as if originally named as Escrow Agent herein. The retiring Escrow Agent shall deliver transmit all records pertaining to the Tax Escrow Deposit and shall pay the entire Tax Escrow to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after payment by Purchaser to the retiring Escrow Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to or incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any appointed successor escrow agent, at which time retiring Escrow Agent’s obligations resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement shall cease and terminateEscrow Agreement. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Escrow Parties or specifying a date when such resignation shall take effect. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be removed, with or without cause, incurred by the Parties at Escrow Agent in connection with the termination of the Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any time after giving not less than thirty (30) days advance joint written notice corporation or association to which all or substantially all the escrow business of the Escrow Agent’s corporate trust line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act. Escrow Agent’s sole responsibility after such thirty (30) -day notice period expires shall be to hold the Escrow Deposit Units (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, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, delivery Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Escrow Parties have failed to appoint a successor escrow agentagent prior to the expiration of thirty (30) days following receipt of the notice of resignation, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead petition any court of competent jurisdiction for the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actparties hereto.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) 30 days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by Parent and the Parties at any time after giving not less than Stockholders’ Representative specifying a date when such resignation shall take effect. The Parent and the Stockholders’ Representative shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days advance joint written after receiving such notice. 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 escrow agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice to of resignation, the Escrow AgentAgent 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 all of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Funds (without any obligation to reinvest the same) and, if applicable, the Escrow Note, 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, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, delivery Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct provisions of Sections 7 and 8 hereunder. The Escrow Agent shall have the right to deliver withhold an amount equal to any amount due and owing to the Escrow Deposit to another person as provided aboveAgent, or if such delivery is contrary to applicable law, at plus any time on or after costs and expenses the effective resignation date, Escrow Agent shall reasonably believe may either (a) interplead be incurred by the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred Agent in connection with such proceeding may be charged against and withdrawn from the termination of the Client Escrow Deposit; or (b) appoint a successor escrow agent of its own choiceAgreement. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity corporation or association to which all or substantially all the escrow business of the Escrow Agent’s line of business may be transferred, shall be the Escrow Agent under this Client Escrow Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance joint written notice to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit (without any obligation to reinvest the same) Fund 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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit Fund with a court located in the State of New York Delaware and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositFund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days days’ advance joint written notice to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit Fund with a court located in the State of New York Texas and the costsdocumented costs and expenses incurred in connection with such proceeding (including, expenses without limitation, reasonable and reasonable documented attorney’s fees which are incurred in connection with such proceeding proceeding) may be charged against and withdrawn from the Escrow DepositFund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. (a) The Earn Out Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice (pursuant to Section 10) in writing of such resignation to the Parties or may be removed, with or without cause, specifying a date when such resignation shall take effect. By delivery of joint written instructions by the Parties at to the Earn Out Escrow Agent, the Parties shall have the right to terminate their appointment of the Earn Out Escrow Agent, or any time after giving not less than successor escrow agent, as Earn Out Escrow Agent, upon thirty (30) days’ notice to the Earn Out Escrow Agent. If the Earn Out Escrow Agent shall resign, be removed or otherwise become incapable of acting in the capacity of escrow agent hereunder, the Parties shall appoint, by mutual agreement and acting reasonably, a successor to be the Earn Out Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days advance joint written after giving notice to of such removal or following the receipt of the notice of resignation or incapacity, the Earn Out Escrow AgentAgent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Earn Out Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Earn Out Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed agent as jointly instructed in writing by the Parties, or such other person designated by the Partiesif any, or in accordance with the directions of a final, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, the Earn Out Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation provisions of Section 8 hereunder. The Earn Out Escrow Agent shall have the right to withhold monies or removal dateproperty in an amount equal to any amount due and then owing to the Earn Out Escrow Agent, plus any costs and expenses which the Escrow Agent may reasonably incur for which the Parties are obligated to indemnify or reimburse the Earn Out Escrow Agent for pursuant to this Agreement in connection with the termination of this Agreement, so long as the Earn Out Escrow Agent has previously submitted a written invoice in respect thereof to the Parties that the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if not paid within 30 days of receipt of such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actinvoice.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days at least 30 days' advance notice in writing of such resignation to the Parties or other parties hereto specifying a date when such resignation shall take effect. The Escrow Agent may also be removed, with or without cause, by Everbright and the Parties Company at any time after by the giving not less than thirty (30) days advance joint of at least 30 days' prior written notice to Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided herein below. Upon any such notice of resignation or removal, Everbright and the Company jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank or trust company headquartered in the United States of America that holds assets in excess of one billion dollars ($1,000,000,000). Any corporation or association into which the Escrow Agent may be merged or which it may be consolidated, shall be the Escrow Agent under this Agreement without further act. The Escrow Agent’s 's sole responsibility after such thirty (30) -day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final order or judgment of a court orderof competent jurisdiction or final arbitration award, at which time of delivery, delivery the Escrow Agent’s 's obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties parties have failed to appoint a successor escrow agentagent within 60 days following receipt of the notice of resignation, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead petition any court of competent jurisdiction for the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agentparties hereto. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.Exhibit C

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance joint written notice by delivery of a joint written instruction executed by Authorized Representatives of both TheMaven and the Company to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow 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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) may interplead the Escrow Deposit with a court located in the State of New York Delaware and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance joint written notice to the Escrow Agent. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit (without any obligation to reinvest the same) Funds 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, non-appealable final court order, at which time of delivery, the Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Deposit Funds to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, the Escrow Agent may either (a) may interplead the Escrow Deposit Funds with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositFunds; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of the Escrow Agent. The Escrow Agent shall deliver the Escrow Deposit Funds to any appointed successor escrow agent, at which time the Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance joint written notice to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit Fund with a court located in the State of New York Texas and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositFund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no not less than thirty (30) days advance notice in writing of such resignation to the Parties Parties, or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance prior joint written notice to the Escrow Agent. Escrow Agent’s sole responsibility after such applicable thirty (30) day notice period expires shall be to hold the Escrow 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, non-appealable final court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) may interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice (pursuant to Section 10) in writing of such resignation to the Parties or may be removedspecifying a date when such resignation shall take effect. By delivery of a Joint Written Instruction, with or without cause, by the Parties at any time after giving not less than shall have the right to terminate their appointment of the Escrow Agent, or successor escrow agent, as Escrow Agent, upon thirty (30) days’ notice to the Escrow Agent. If the Escrow Agent shall resign, be removed or otherwise become incapable of acting, the Parties shall appoint a successor to be the Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days advance joint written after giving notice to of such removal or following the receipt of the notice of resignation or incapacity, the Escrow AgentAgent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Escrowed Earnout Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed agent as jointly instructed in writing by the Parties, or such other person designated by the Partiesif any, or in accordance with the directions of a final, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, delivery Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation provisions of Section 8 hereunder. The Escrow Agent shall have the right to withhold monies or removal dateproperty in an amount equal to any amount due and then owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent that the Parties are obligated to indemnify or reimburse the Escrow Agent for pursuant to this Agreement in connection with the termination of this Agreement, so long as the Escrow Agent has previously submitted a written invoice in respect thereof to the Parties that the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if not paid within 30 days of receipt of such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actinvoice.

Succession. Section 6.01 The Earnout Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice (pursuant to Section 10) in writing of such resignation to the Parties or may be removed, with or without cause, specifying a date when such resignation shall take effect. By delivery of joint written instructions by the Parties at any time after giving not less than to the Earnout Escrow Agent, the Parties shall have the right to terminate their appointment of the Earnout Escrow Agent, or successor escrow agent, as Earnout Escrow Agent, upon thirty (30) days’ notice to the Earnout Escrow Agent. If the Earnout Escrow Agent shall resign, be removed or otherwise become incapable of acting, the Parties shall appoint a successor to be the Earnout Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days advance joint written after giving notice to of such removal or following the receipt of the notice of resignation or incapacity, the Earnout Escrow AgentAgent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Earnout Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Sponsor Earn-out Shares (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed agent as jointly instructed in writing by the Parties, or such other person designated by the Partiesif any, or in accordance with the directions of a final, non-appealable final order or judgment of a court orderof competent jurisdiction, at which time of delivery, the Earnout Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation provisions of Section 8 hereunder. The Earnout Escrow Agent shall have the right to withhold monies or removal dateproperty in an amount equal to any amount due and then owing to the Earnout Escrow Agent, plus any costs and expenses the Earnout Escrow Agent shall reasonably believe may be incurred by the Earnout Escrow Agent that the Parties are obligated to indemnify or reimburse the Earnout Escrow Agent for pursuant to this Agreement in connection with the termination of this Agreement, so long as the Earnout Escrow Agent has previously submitted a written invoice in respect thereof to the Parties that the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if not paid within 30 days of receipt of such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further actinvoice.

Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by parties specifying a date when such resignation shall take effect. If the Parties at any time after giving not less than Managing Owner and the Trust have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days advance joint written following receipt of the notice to of resignation, the Escrow AgentAgent 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 all of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final order or judgment of a court orderof competent jurisdiction or in accordance with applicable law, at which time of delivery, delivery Escrow Agent’s obligations hereunder shall cease and terminate. If prior , subject to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct provisions of Sections 7 and 8 hereunder. The Escrow Agent shall have the right to deliver receive from the Managing Owner an amount equal to any amount due and owing to the Escrow Deposit to another person as provided aboveAgent, or if such delivery is contrary to applicable law, at plus any time on or after costs and expenses the effective resignation date, Escrow Agent shall reasonably believe may either (a) interplead be incurred by the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred Agent in connection with such proceeding may be charged against and withdrawn from the termination of the Escrow Deposit; or Agreement. (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act. 7.

Succession. (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days advance joint written notice to Escrow Agentspecifying a date upon which such resignation shall take effect. The Escrow Agent’s sole responsibility after such thirty (30) -day notice period expires shall be to hold the Escrow Deposit (without any obligation to reinvest the same) Amount 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, non-appealable final court order, order at which time of delivery, delivery the Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent, or to instruct the Escrow Agent to deliver the Escrow Deposit Amount to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, the Escrow Agent may either (ai) may interplead the Escrow Deposit Amount with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow DepositAmount; or (bii) appoint a successor escrow agent of its own choice. Any such resulting appointment of a successor escrow agent shall be binding upon all of the Parties hereto and no appointed successor escrow agent shall be deemed to be an agent of the Escrow Agent. The Escrow Agent shall deliver the Escrow Deposit Amount to any appointed successor escrow agent, at which time the Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving no less than thirty (30) days days’ advance notice in writing of such resignation to the Parties or may be removed, with or without cause, by the Parties at any time after giving not less than thirty (30) days days’ advance joint written notice to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Deposit Fund (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, non-appealable final court order, at which time of delivery, Escrow Xxxxxx Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation or removal date, the Parties have failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the Escrow Deposit Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead the Escrow Deposit Fund with a court located in the State of New York Texas and the costsdocumented costs and expenses incurred in connection with such proceeding (including, expenses without limitation, reasonable and reasonable documented attorney’s fees which are incurred in connection with such proceeding proceeding) may be charged against and withdrawn from the Escrow DepositFund; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of Escrow Agent. Escrow Agent shall deliver the Escrow Deposit Fund to any appointed successor escrow agent, at which time Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be Escrow Agent under this Agreement without further act.

Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder at any time by giving no less than thirty (30) days advance notice in writing of such its written resignation to the Parties or may be removed, with or without cause, by Parties. Such resignation shall take effect on the Parties at any time after giving not less than thirty earlier of (30a) a successor escrow agent being in place and (b) 30 days advance joint written notice to Escrow Agent. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be resignation is given to hold the Escrow 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. In such event, or such other person designated Party A and Party B may appoint a successor escrow agent by the Parties, or in accordance with the directions of a final, non-appealable court order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease and terminatemutual consent. If prior to the effective resignation or removal date, the Parties have failed Party A and Party B fail to appoint a successor escrow agentagent prior to the expiration of 30 days following receipt of the notice of resignation, or to instruct Escrow Agent to deliver the Escrow Deposit to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow Agent may either (a) interplead petition any Competent Court for the Escrow Deposit with a court located in the State of New York and the costs, expenses and reasonable attorney’s fees which are incurred in connection with such proceeding may be charged against and withdrawn from the Escrow Deposit; or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties and no appointed all parties hereto. The successor escrow agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment and the successor escrow agent shall, without further acts, be deemed to be an agent vested with all the estates, property rights, powers and duties of the predecessor Escrow AgentAgent as if originally named as Escrow Agent herein. The retiring Escrow Agent shall deliver transmit all records pertaining to the Escrow Deposit Fund and shall pay the entire Escrow Fund to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after payment by Party A to the retiring Escrow Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to or incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. After any appointed successor escrow agent, at which time retiring Escrow Agent’s obligations resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement shall cease and terminateEscrow Agreement. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.