Common use of Successor Escrow Agent Clause in Contracts

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ Representative. If Parent fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue to act as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 thirty (30) days after it notice is given to all the other parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably acceptable to StockholdersSelling Securityholders’ Representative. If Parent fails to appoint a successor Escrow Agent within 15 fifteen (15) days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholdersand Selling Securityholders’ Representative as to the transfer of the Escrow Fund to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all the other parties hereto. In such event, Parent Buyer may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ Representative, acting reasonably). If Parent Buyer fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Buyer and Representative as to the transfer of the Escrow Fund to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all the other parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ the PCT Representative, acting reasonably). If Parent fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ and the PCT Representative as to the transfer of the Escrow Fund Accounts to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to Parent and the parties to this AgreementShareholders' Agent. Such resignation shall take effect not less than 30 days after it such resignation is given to all parties heretoParent and the Shareholders' Agent. In such an event, Parent may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ RepresentativeAgent. If Parent fails to appoint a successor Escrow Agent within 15 business days after receiving the Escrow Agent’s 's written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative and the Shareholders' Agent (or, if applicable, from a court of competent jurisdiction) as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 thirty (30) calendar days after it is given to all the other parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ the Amorcyte Representative, acting reasonably). If Parent fails to appoint a successor Escrow Agent within 15 fifteen (15) calendar days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ and the Amorcyte Representative as to the transfer of the Escrow Fund Accounts to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all the other parties hereto. In such event, Parent the Company may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ Representativethe Claims/Risk Manager, acting reasonably). If Parent the Company fails to appoint a successor Escrow Agent within 15 30 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholdersand Sellers’ Representative as to the transfer of the Escrow Fund to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this AgreementBuyer and the Sellers' Representative. Such resignation shall take effect not less than 30 days after it such notice is given to all parties heretogiven. In such event, Parent the Buyer may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ RepresentativeAgent. If Parent the Buyer fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s 's written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative the Buyer as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 7.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 sixty (60) calendar days after it is given to all the other parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ the CSC Representative, acting reasonably). If Parent fails to appoint a successor Escrow Agent within 15 fifteen (15) calendar days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ and the CSC Representative as to the transfer of the Escrow Fund Accounts to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 calendar days after it is given to all parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ Representativeonly with the consent of a majority in interest of the Escrow Stockholders (which consent shall not be unreasonably withheld or delayed). If Parent fails the parties fail to appoint agree on a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignationsuch time, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative and the Designated Company Agent as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all parties hereto. In such event, Parent the Purchaser may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ Representative(provided that such Escrow Agent is a reputable bank or trust agency). If Parent the Purchaser fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s 's written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative the Purchaser as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 45 days after it is given to all the other parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ RepresentativeXxxxxxx X. Xxxxx, acting reasonably). If Parent fails to appoint a successor Escrow Agent within 15 30 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative and Xxxxxxx X. Xxxxx as to the transfer of the shares of Parent Common Stock in the Escrow Fund to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 calendar days after it is given to all parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ Representativeonly with the consent of a majority of the Merger Stockholders (which consent shall not be unreasonably withheld or delayed). If Parent fails the parties fail to appoint agree on a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignationsuch time, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ RepresentativeAgent. If Parent fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event that the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all parties hereto. In such event, Parent the Company may appoint a successor Escrow Agent reasonably acceptable to StockholdersIndemnitors’ Representative. If Parent the Company fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent the Company, provided such instructions are reasonably acceptable to StockholdersIndemnitors’ Representative Representative, as to the transfer of the Escrow Fund Property to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all parties heretoparties. In such event, Parent the Purchaser may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ RepresentativeAgent. If Parent the Purchaser fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s 's written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative the Purchaser as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent Escrow Agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all parties hereto. In such event, Parent Omnicell and the Selling Stockholder may mutually appoint a successor Escrow Agent reasonably acceptable to Stockholders’ RepresentativeAgent. If Parent Omnicell fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative Omnicell as to the transfer of the Escrow Fund Property to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 thirty (30) days after it is given to all parties hereto. In such event, Parent the Shareholder Representative and Purchaser may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ Representativeescrow agent. If Parent fails the Shareholder Representative and Purchaser fail to appoint a successor Escrow Agent escrow agent within 15 fifteen (15) days after receiving the Escrow Agent’s 's written resignation, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for the appointment of a successor Escrow Agentescrow agent. The successor Escrow Agent escrow agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment, and the successor Escrow Agent 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 joint written instructions from Parent reasonably acceptable to Stockholders’ the Shareholder Representative and Purchaser as to the transfer of the Escrow Fund Deposit Account to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this AgreementParties. Such resignation shall take effect not less than 30 thirty (30) days after it is given to all the other parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ Representativethe Company Members, acting reasonably). If Parent fails to appoint a successor Escrow Agent within 15 fifteen (15) days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative and the Company Members as to the transfer of the Escrow Fund to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreementin its capacity herewith, the Escrow Agent may resign and be discharged from its duties and or obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect , specifying not less than 30 days after it is given to all parties heretodays' prior written notice of the date when such resignation shall take effect. In such event, Parent may appoint a successor Escrow Agent reasonably acceptable without the consent of the 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 Stockholders' Representatives, which shall not be unreasonably withheld. If, within such notice period, Parent provides to Stockholders’ Representative. If Parent fails the Escrow Agent written instructions with respect to appoint the appointment of a successor Escrow Agent within 15 days after receiving and directions for the transfer of the Escrow Agent’s written resignationShares, Escrow Note and Escrow Fund then held by the Escrow Agent to such successor, the Escrow Agent shall have act in accordance with such instructions and promptly transfer the right Escrow Shares, Escrow Note and Escrow Fund to such designated successor. If, however, Parent shall fail to name such a successor escrow agent within twenty (20) days after the notice of resignation from the Escrow Agent, 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 Parent reasonably acceptable to Stockholders’ Representative as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all the other parties hereto. In such event, the Parent and the Stockholder Representative may jointly appoint a successor Escrow Agent reasonably acceptable to Stockholders’ RepresentativeAgent. If the Parent fails and the Stockholder Representative fail to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 the Parent reasonably acceptable to Stockholders’ and Stockholder Representative as to the transfer of the Adjustment Escrow Fund to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all the other parties hereto. In such event, Parent Xxxxx may appoint a successor Escrow Xxxxxx Agent reasonably (acceptable to Stockholders’ Representative, acting reasonably). If Parent Xxxxx fails to appoint a successor Escrow Xxxxxx Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for the appointment of a successor Escrow Xxxxxx Agent. The successor Escrow Xxxxxx 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 Parent reasonably acceptable to Stockholders’ Xxxxx and Representative as to the transfer of the Escrow Fund to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 thirty (30) days after it is given to all parties hereto. In such event, Parent may Purchaser and the Stockholder Representative shall agree upon and appoint a successor Escrow Agent reasonably acceptable to Stockholders’ RepresentativeAgent. If Parent fails Purchaser and the Stockholder Representative fail to appoint a successor Escrow Agent within 15 fifteen (15) days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 joint written instructions from Parent reasonably acceptable to Stockholders’ Purchaser and the Stockholder Representative as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ RepresentativeAgent. If Parent fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s 's written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all the other parties hereto. In such event, Parent Purchaser may appoint a successor Escrow Agent reasonably (acceptable to Stockholdersthe Shareholders’ Representative, acting reasonably). If Parent Purchaser fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to StockholdersPurchaser and the Shareholders’ Representative as to the transfer of the Escrow Fund Funds to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 thirty (30) days after it is given to all parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably acceptable to the Skipping Stone Stockholders’ Representative. If Parent fails to appoint a successor Escrow Agent within 15 fifteen (15) days after receiving the Escrow Agent’s 's written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all the other parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ Representativethe Company Stockholder Representatives, acting reasonably). If Parent fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative and the Company Stockholder Representatives as to the transfer of the Escrow Fund Funds to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all the other parties hereto. In such event, Parent Buyer may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ RepresentativeSeller, acting reasonably). If Parent Buyer fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative Buyer and Seller as to the transfer of the Escrow Fund Funds to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all parties hereto. In such event, Parent Buyer may appoint a successor Escrow Agent reasonably acceptable Agent, subject to Stockholders’ RepresentativeBSML’s consent, which shall not be unreasonably withheld. If Parent Buyer fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, either the Escrow Agent or BSML shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative Buyer as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Escrow Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Escrow Agreement. Such resignation shall take effect not less than 30 days after it is given to all parties hereto. In such event, Parent GraphOn may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ RepresentativeAgent. If Parent GraphOn fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s 's written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative GraphOn as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent Escrow Agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all parties hereto. In such event, Parent and the Stockholders’ Agent may mutually appoint a successor Escrow Agent reasonably acceptable to Stockholders’ RepresentativeAgent. If Parent fails and the Stockholders’ Agent fail to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative as to the transfer of the Escrow Fund Property to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 xxxxxx (30) days after it is given to all parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably acceptable to the Skipping Stone Stockholders’ Representative. If Parent fails to appoint a successor Escrow Agent within 15 fifteen (15) days after receiving the Escrow Agent’s 's written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this AgreementSeller, the Buyer and the Parent. Such resignation shall take effect not less than 30 days after it such notice is given to all parties heretogiven. In such event, the Parent may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ RepresentativeAgent. If the Parent fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 the Parent reasonably acceptable to Stockholders’ Representative as to the transfer of the Escrow Fund Funds to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all the other parties hereto. In such event, Parent KBL may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ the Stockholder Representative, acting reasonably). If Parent KBL fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ KBL and the Stockholder Representative as to the transfer of the Escrow Fund Funds to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 calendar days after it is given to all parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably acceptable to Stockholders’ Representativeonly with the consent of a majority in interest of the Selling Members (which consent shall not be unreasonably withheld or delayed). If Parent fails the parties fail to appoint agree on a successor Escrow Agent within 15 days after receiving the Escrow Agent’s written resignationsuch time, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative as to the transfer of the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. 10.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 days after it is given to all the other parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ Representativethe Company Stockholder Representatives, acting reasonably). If Parent fails to appoint a successor Escrow Agent within 15 days after receiving the Escrow Agent’s 's written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ Representative and the Company Stockholder Representatives as to the transfer of the Escrow Fund Funds to a successor escrow agentEscrow Agent.

Successor Escrow Agent. 10.1 7.1 In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Agreement, the Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving its written resignation to the parties to this Agreement. Such resignation shall take effect not less than 30 sixty (60) calendar days after it is given to all the other parties hereto. In such event, Parent may appoint a successor Escrow Agent reasonably (acceptable to Stockholders’ the CSC Representative, acting reasonably). If Parent fails to appoint a successor Escrow Agent within 15 fifteen (15) calendar days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right to 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 Parent reasonably acceptable to Stockholders’ and the CSC Representative as to the transfer of the Escrow Fund Account and the CSC Expenses Escrow Account to a successor escrow agentEscrow Agent.