Common use of Successor Escrow Agent Clause in Contracts

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 millionRepresentative, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Indemnification Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Indemnification Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days days' prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 millionStockholder Representative, and may appoint any other successor Escrow Agent with the consent of the Indemnification Stockholder Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares Fund then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Fund to such designated successor. However, the Parent will still remain liable to the retiring Escrow Agent for all fees and expenses owing to it hereunder. If no successor Escrow Agent is named as provided in this Section 11 10 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewithas such, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a giving written notice of resignation to the parties to this Escrow AgreementIndemnification Representative and Silknet, specifying by not less than 60 thirty (30) days prior to the written notice of such date when such resignation shall will take effect. The Parent Silknet will designate a successor Escrow Agent prior to the expiration of such thirty (30) day period by giving written notice to the Escrow Agent and the Indemnification Representative. Silknet may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank or trust company with assets of at least One Hundred Million Dollars ($500 million100,000,000), and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall consent will not be unreasonably withheld, conditioned or delayed. If, within such notice period, the Parent provides to The Escrow Agent will promptly transfer the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Fund to such designated successor. If In the event no successor Escrow Agent is named appointed as provided described in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect10, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 30 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative Representatives so long as such successor is a chartered bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a written resignation to the parties Parties to this Escrow Agreement, not less than 60 sixty (60) days prior to the date when such resignation shall take effect. The Parent Purchaser may appoint a successor Escrow Agent without with the written consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeSeller, which shall not be unreasonably withheld. If, within such notice period, the Parent Purchaser provides to the Escrow Agent written instructions (with a copy to Seller) with respect to the appointment of a successor Escrow Agent and directions (with a copy to Seller) for the transfer of any Escrow Shares Fund then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Fund to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 8 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may may, at the expense of Seller, apply to a court of competent jurisdiction for appointment of a successor Escrow Agent. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewithas escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties or and obligations hereunder by delivering a giving its written resignation to the parties to this Escrow Agreement, . Such resignation shall take effect not less than 60 thirty (30) calendar days prior after it is given to the date when such resignation shall take effectall parties hereto. The Parent Newco may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent only with the consent of the Indemnification Representative, SCO (which consent shall not be unreasonably withheldwithheld or delayed). If, within such notice period, If the Parent provides parties fail to the Escrow Agent written instructions with respect to the appointment of agree on a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to within such successortime, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares have the right to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent. 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 vested with all the estates, property rights, powers and duties of the predecessor Escrow Agent as if originally named as Escrow Agent herein. The Escrow Agent shall act in accordance with written instructions from Newco as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a chartered bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative Company so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeCompany, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 19 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent Distributed Energy may appoint a successor Escrow Agent without the consent of the Indemnification Representative Representatives so long as such successor is a bank with assets of at least $500 million500,000,000, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeRepresentatives, which shall not be unreasonably withheld. If, within such notice period, the Parent Distributed Energy provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any the Escrow Shares Fund then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Fund to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent IPIX may appoint a successor Escrow Agent without the consent of the Indemnification Representative PictureWorks so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativePictureWorks, which shall not be unreasonably withheld. If, within such notice period, the Parent IPIX provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares Funds then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Funds to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 10 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or and obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 sixty (60) days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative CVC so long as such successor is a bank with assets designee meets the definition of at least $500 millionan Acceptable Bank, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeCVC, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any the Escrow Shares Fund then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Fund to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effectso named, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agentsuccessor.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewithas escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties or and obligations hereunder by delivering a giving its written resignation to the parties to this Escrow Agreement, . Such resignation shall take effect not less than 60 30 days prior after it is given to the date when all parties hereto; provided, however, that such resignation shall in no event take effect. The Parent may appoint a effect before the successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect shall have been appointed pursuant to the appointment of this Section 12. Parent and Seller shall designate a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by to the Escrow Agent prior to the expiration of such successor, 30-day period by giving written notice to the Escrow Agent. The Escrow Agent shall act in accordance with such instructions and promptly transfer such all assets in the Escrow Shares Account to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 designated prior to the date on which the resignation expiration of the Escrow Agent is to properly take effectsuch 30-day period, the Escrow Agent may can apply to a court of competent jurisdiction for the appointment of a successor Escrow AgentAgent or for other appropriate relief. Parent may appoint a successor Escrow Agent only with the consent of Seller (which consent shall not be unreasonably withheld or delayed). The Escrow Agent shall act in accordance with written instructions from Parent and Seller as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 10 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days days' prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative Stockholder so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeStockholder, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent escrow agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effectwithin such time period, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agentescrow agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative Representatives so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeRepresentativse, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative Representatives so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeShareholders, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 7 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Stockholders’ Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Stockholders’ Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 10 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days days' prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative Stockholders' Representatives so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeStockholders' Representatives, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares Fund then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Fund to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 12 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a giving its resignation to the parties to this Escrow Agreement, specifying not less than 60 days 30 days' prior to written notice of the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative Stockholders' Agent so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeStockholders' Agent, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow the Company Stockholders' Indemnity Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow the Company Stockholders' Indemnity Shares to such designated successor. If no If, however, Parent shall fail to name such a successor Escrow Agent is named as provided in this Section 11 prior to escrow agent within twenty (20) days after the date on which the notice of resignation of from the Escrow Agent is to properly take effectAgent, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agentescrow agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 10 days prior to the date when such resignation shall take effect. The Parent GVBT may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 millionAble Lead Representative, and may appoint any other successor Escrow Agent with the consent of the Indemnification Able Lead Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent GVBT provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares or Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 8 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the both Indemnification Representative Representatives so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeRepresentatives, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million500,000,000, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeIndemnifying Shareholder, which shall not be unreasonably withheldwithheld or delayed. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 4.7 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld, conditioned or delayed. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Indemnification Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Indemnification Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 10 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 30 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative Seller Group so long as such successor is a chartered bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeSeller Group, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days days’ prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative Representatives so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeRepresentatives, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares Fund then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Fund to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 10 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days days' prior to the date when such resignation shall take effect. The Parent Seller may appoint a successor Escrow Agent without the consent of the Indemnification Representative Buyer so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeBuyer, which shall not be unreasonably withheld. If, within such notice period, the Parent Seller provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares Fund then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Fund to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 7 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes ---------------------- unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Stockholders' Representative so long as such successor is a bank with assets of at least $500 100 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Stockholders' Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Property to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effectso appointed, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agentsuch appointment.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a giving resignation to the parties to this Escrow Agreement, specifying a date not less than 60 thirty (30) days following such notice date of when such resignation will take effect. Parent and the Stockholder representative may jointly remove the Escrow Agent at any time with or without cause by an instrument given to the Escrow Agent, which instrument shall designate the effective date of such removal. Parent will designate a successor Escrow Agent prior to the date when expiration of such resignation shall take effectperiod by giving written notice to the Escrow Agent and the Stockholder Representative. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Stockholders or the Stockholder Representative so long as such successor is a bank with assets of at least One-hundred Million Dollars ($500 million100,000,000), and may appoint any other successor Escrow Agent with the consent of the Indemnification Stockholder Representative, which shall consent will not be unreasonably withheld. If, within such notice period, the Parent provides to The Escrow Agent will promptly transfer the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Property to such designated successor. If no an instrument of acceptance by a successor Escrow Agent is named as provided in this Section 11 prior escrow agent shall not have been delivered to the date on which the resignation of the Escrow Agent is to properly take effectwithin thirty (30) days after giving of notice of such resignation, the Escrow Agent may apply to a may, at the expense of Parent and the Stockholders, petition any court of competent jurisdiction for appointment of to appoint a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes ---------------------- unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Property to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes ---------------------- unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow AgreementBuyer and the Representatives, not less than 60 days days' prior to the date when such resignation shall take effect. The Parent Representatives may appoint a successor Escrow Agent without the consent of the Indemnification Representative Buyer, so long as such successor is a bank with assets of at least $500 million, with offices in the State of Michigan, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeBuyer, which shall not be unreasonably withheld, conditioned or delayed. No successor Escrow Agent can alter or amend the terms of this Escrow Agreement without the express written consent of the Buyer and the Representatives. If, within such notice period, the Parent provides Representatives provide to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of all or any portion of the Escrow Shares Fund and the Letter of Credit then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such the Escrow Shares Fund and the Letter of Credit to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 12 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative Representatives so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeRepresentatives, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 30 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative Representatives so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeStockholder, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 7 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 30 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative Securityholder Agents so long as such successor is a bank with assets of at least $500 million, million and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeSecurityholder Agents, which shall not be unreasonably withheld; provided however, that if the Interested Parties fail to so appoint within 20 days of such resignation, the Escrow Agent may either appoint a successor or apply to court for appointment of a successor. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewithas escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties or and obligations hereunder by delivering a giving its written resignation to the parties to this Escrow Agreement, . Such resignation shall take effect not less than 60 30 days prior after it is given to the date when all parties hereto; provided, however, that such resignation shall in no event take effect. The Parent may appoint a effect before the successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect shall have been appointed pursuant to this Section 11. Parent and the appointment of Stockholder Representative shall designate a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by to the Escrow Agent prior to the expiration of such successor, 30-day period by giving written notice to the Escrow Agent. The Escrow Agent shall act in accordance with such instructions and promptly transfer such all assets in the Escrow Shares Account to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 designated prior to the date on which the resignation expiration of the Escrow Agent is to properly take effectsuch 30-day period, the Escrow Agent may can apply to a court of competent jurisdiction for the appointment of a successor Escrow AgentAgent or for other appropriate relief. Parent may appoint a successor Escrow Agent only with the consent of the Stockholder Representative (which consent shall not be unreasonably withheld or delayed). The Escrow Agent shall act in accordance with written instructions from Parent and the Stockholder Representative as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 sixty (60) days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Securityholders’ Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification Securityholders’ Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares Funds then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Funds to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 9 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a giving its resignation to the parties to this Escrow Agreement, specifying a date not less than 60 thirty (30) calendar days following such notice date of when such resignation will take effect. Gateway will designate a successor escrow agent prior to the date when expiration of such resignation shall take effectperiod by giving written notice to the Escrow Agent and Xx. The Parent Xxx. Gateway may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long as such successor is a bank with assets of at least $500 million, and may appoint any other successor Escrow Agent escrow agent with the consent of the Indemnification RepresentativeXx. Xxx, which consent shall not be unreasonably withheld. If, within such notice period, the Parent provides to The Escrow Agent will promptly transfer the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Property to such designated successor. If no an instrument of acceptance by a successor Escrow Agent is named as provided in this Section 11 prior escrow agent shall not have been delivered to the date on which the resignation of the Escrow Agent is to properly take effectwithin thirty (30) calendar days after giving of notice of such resignation, the Escrow Agent may apply to a may, at the expense of Gateway and Xx. Xxx, petition any court of competent jurisdiction for appointment of to appoint a successor escrow agent. Upon delivery of the Escrow AgentProperty to the successor escrow agent, the Escrow Agent shall have no further duties, responsibilities or obligations hereunder.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days days’ prior to the date when such resignation shall take effect. The Parent PDM USA may appoint a successor Escrow Agent without the consent of the Indemnification Representative NORD so long as such successor is a United States branch of a United States bank with assets of at least $500 million500,000,000, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeNORD, which shall not be unreasonably withheld. If, within such notice period, the Parent PDM USA provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares the Deposit Fund, as the case may be, then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares the Deposit Fund to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 9 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 10 days prior to the date when such resignation shall take effect. The Parent may appoint a successor Escrow Agent without the consent of the Indemnification Representative so long and Shareholder Representative, as such successor term is a bank with assets of at least $500 milliondefined in the Share Exchange Agreement, and may appoint any other successor Escrow Agent with the consent of the Indemnification and Shareholder Representative, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares or Acquisition Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 10 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes ---------------------- unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a giving notice of its resignation to the parties to this Escrow Agreement, specifying a date not less than 60 thirty (30) days prior to the following such notice date of when such resignation shall take effect. The Parent Asymetrix shall designate a successor Escrow Agent prior to the expiration of such thirty (30) day period by giving written notice to the escrow agent and the Former Aimtech Stockholders. Asymetrix may appoint a successor Escrow Agent without the consent of the Indemnification Representative Former Aimtech Stockholders so long as such successor is a bank which, together with its parent, has assets of at least $500 50 million, and may appoint any other successor Escrow Agent with the consent of a majority in interest of the Indemnification RepresentativeFormer Aimtech Stockholders, which shall not be unreasonably withheld. If, within such notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent escrow agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effectby Asymetrix, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent. The Escrow Agent shall promptly transfer the Escrow Shares to such designated successor.

Successor Escrow Agent. In the event the Escrow Agent becomes ---------------------- unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent Buyer may appoint a successor Escrow Agent without the consent of the Indemnification Representative Company Stockholder so long as such successor is a bank with assets of at least $500 100 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativeCompany Stockholder, which shall not be unreasonably withheld. If, within such notice period, the Parent Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Property to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effectso appointed, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agentsuch appointment.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent Emcore may appoint a successor Escrow Agent without the consent of the Indemnification Representative Principal MODE Stockholders so long as such successor is a bank with assets of at least $500 100 million, and may appoint any other successor Escrow Agent with the consent of the Indemnification RepresentativePrincipal MODE Stockholders, which shall not be unreasonably withheld. If, within such notice period, the Parent Emcore provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares Property to such designated successor. If no successor Escrow Agent is named as provided in this Section 11 prior to the date on which the resignation of the Escrow Agent is to properly take effectso appointed, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agentsuch appointment.