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 at any time and be discharged from its duties or obligations hereunder by giving a written resignation to the parties to this Escrow Agreement, specifying not less than thirty (30) days prior written notice of the date when such resignation shall take effect; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Escrow Agent. Elmer's may appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such appointment at the expense of Elmer's. Each successor Escrow Agent shall execute and deliver an instrument accepting such appointment and shall, without further acts, be vested in all the estates, properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent hereunder.

Successor Escrow Agent. In the event the The Escrow Agent becomes unavailable Agent, or unwilling to continue in its capacity herewithany successor, the Escrow Agent may resign at any time upon giving written notice to Buyer and be discharged from its duties or obligations hereunder by giving a written resignation to the parties to this Escrow Agreement, specifying not less than Company at least thirty (30) days prior written notice of the date when before such resignation shall take effect; provided. In addition, however, that no such resignation shall become effective until Buyer and the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Company may terminate the Escrow Agent. Elmer's may appoint a successor Escrow Agent without appointment as escrow agent upon giving written notice (jointly signed by Buyer and the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000Company) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to at least thirty (30) days before such successor, termination shall take effect. If the Escrow Agent shall act resign, be terminated or be unable to serve, then it shall be succeeded by such bank or trust company jointly named by Buyer and the Company in accordance with such instructions and promptly transfer thirty (30) day period, or if no such Escrowed Property to such designated successor. If no successor Escrow Agent appointment is made by that time then it shall be succeeded by a bank or trust company appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to by a court of competent jurisdiction for such appointment at upon petition by any of the expense of Elmer'sEscrow Agent, Buyer or the Company (in which action the other parties shall be afforded a reasonable opportunity to participate) to appoint a successor escrow agent, or the Escrow Agent may tender the Escrow Fund into court as provided elsewhere in this Escrow Agreement. Each successor The Escrow Agent shall execute transfer the Escrow Fund to its successor and deliver an instrument accepting such appointment shall thereupon be discharged from any obligation to perform further services under this Escrow Agreement, and shall, without further acts, be vested in the successor shall thereupon succeed to all of the estates, properties, rights, powers and duties and shall assume all of the obligations of the Escrow Agent originally named in this Escrow Agreement. Notwithstanding any other provision hereof, the respective obligations of Buyer and the Company to the Escrow Agent under Section 6(d) and 6(f) shall survive any resignation or removal of Escrow Agent or any other predecessor termination of this Escrow Agent as if originally named as Escrow Agent hereunderAgreement.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign at any time and be discharged from its duties or obligations hereunder by giving delivering a written resignation to the other signatory parties to this Escrow Agreement, specifying Agreement not less than thirty (30) calendar days prior written notice of to the date when such resignation shall take effect; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Escrow Agent. Elmer's Purchaser may appoint a successor Escrow Agent without the consent of the Representative escrow agent so long as such successor is a bank financial institution with trust powers located in New York with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, 100 million and may appoint any other successor Escrow Agent with escrow agent meeting the consent of the Repre sentative, which shall not be unreasonably withheldsame qualifications. If, within such notice period, Elmer's Purchaser provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 escrow agent and directions for the transfer of any Escrowed Property Escrow Funds then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property Escrow Funds to such designated successor. Notwithstanding the resignation of any Escrow Agent, the provisions of Section 5 and this Section 6 shall thereafter remain applicable to such Escrow Agent as to acts and omissions occurring prior to the effective time of such resignation. A successor Escrow Agent may accept the Escrow Funds without an accounting by its predecessor. If no successor Escrow Agent is appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effecttimely, the then Escrow Agent shall have the right to may apply to a court of competent jurisdiction for such the appointment at of a successor escrow agent. Notwithstanding the expense effective date of Elmer's. Each successor Escrow Agent shall execute and deliver an instrument accepting such appointment and shallany resignation, without further acts, be vested in all the estates, properties, rights, powers and duties obligations of the Escrow Agent or any other predecessor under this Escrow Agreement shall not terminate until Escrow Agent as if originally named as has either disbursed the Escrow Funds in accordance with this Escrow Agreement or delivered them to a successor Escrow Agent hereunderappointed under the terms of this Escrow Agreement.

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 at any time and be discharged from its duties or and obligations hereunder by giving a its written resignation to the parties Parties upon 30 days’ prior written notice to this the Parties. In addition, the Escrow AgreementAgent may be removed at any time, specifying with or without cause, upon 30 days’ prior written notice delivered to the Escrow Agent and executed by both the Purchaser and the Stockholders’ Representative. Such resignation or removal shall take effect not less than thirty (30) 30 days prior written after notice is given to all Parties and the Escrow Agent. In such event, the Purchaser may appoint, with the consent of the date when such resignation Stockholders’ Representative, which consent shall take effect; providednot be unreasonably withheld, howeverconditioned or delayed, that no such resignation shall become effective until the appointment of a successor Escrow Agent Agent, which shall be a commercial bank, trust company or other financial institution with a combined capital and acceptance surplus in excess of such appointment $100,000,000 (unless otherwise agreed by such successor Escrow Agentthe Parties in writing), that will be an unrelated third party with respect to each of the Purchaser and the Stockholders’ Representative. Elmer's may If the Purchaser fails to appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) 15 days of the date specified for after receiving the Escrow Agent's resignation to take effect’s written resignation, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such the appointment at of a successor Escrow Agent or appoint a successor Escrow Agent of its own choice. Any appointment of a successor Escrow Agent shall be binding upon the expense Purchaser, each of Elmer'sthe Stockholders and the Stockholders’ Representative, and no appointed successor Escrow Agent shall be deemed to be an agent of the Escrow Agent. Each The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment on the terms and conditions contained in this Agreement, and the successor Escrow Agent shall, without further acts, be vested in with all the estates, properties, property rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as the Escrow Agent hereunderherein. The Escrow Agent shall act in accordance with written instructions from the Purchaser and the Stockholders’ Representative as to the transfer of the Escrow Fund to a successor Escrow Agent, at which time the Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the (i) The Escrow Agent may resign at any time and be discharged from its duties or obligations hereunder by giving a written resignation to each of the parties to this Escrow Agreement, specifying hereto not less than thirty (30) days prior written notice of the effective date when of such resignation (which effective date shall take effect; providedbe at least thirty (30) days after the date such notice is given). In addition, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent may be removed and acceptance of such appointment replaced on a date designated in a written instrument signed by such successor Buyer and the Escrow Representative and delivered to the Escrow Agent. Elmer's may appoint The parties hereto intend that a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides escrow agent mutually acceptable to the Escrow Representative and Buyer will be appointed to fulfill the duties of the Escrow Agent written instructions hereunder for the remaining term of this Agreement in the event of the Escrow Agent's resignation or removal. Upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Deposit to such successor escrow agent, together with an accounting of the investments held by it and all transactions related to this Agreement, including any distributions made and such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the appointment Escrow Deposit as such successor may reasonably request. If on or before the effective date of such resignation or removal, a successor escrow agent has not been appointed, the Escrow Agent will thereupon deposit the Escrow Deposit into the registry of a court of competent jurisdiction. Upon written acknowledgment by a successor Escrow Agent escrow agent appointed in accordance with this Section 10 6(d)(i) of its agreement to serve as escrow agent hereunder and directions for the transfer receipt of any Escrowed Property the property then held by comprising the Escrow Agent to such successorDeposit, the Escrow Agent shall act in accordance with be fully released and relieved of all duties, responsibilities and obligations under this Agreement, except for those arising under Section 6(b) of this Agreement, and such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days of the date specified escrow agent shall for all purposes hereof be the Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such appointment at the expense of Elmer's. Each successor Escrow Agent shall execute and deliver an instrument accepting such appointment and shall, without further acts, be vested in all the estates, properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent 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 at any time and be discharged from its duties or obligations hereunder by giving delivering a written resignation to the parties to this Escrow Agreement, specifying not less than thirty (30) days 60 days’ prior written notice of to the date when such resignation shall take effect; provided, however, that no such resignation . The Buyer and the Seller shall become effective until the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Escrow Agent. Elmer's may appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheldAgent. If, within such notice period, Elmer's provides the Buyer and the Seller shall provide to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 Agent, and directions for the transfer of any Escrowed Property Escrow Fund then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property Escrow Fund to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days named as provided in this Section 8 prior to the date on which the resignation of the date specified for the Escrow Agent's resignation Agent is to properly take effect, the Escrow Agent shall have may, at the right to expense of the Buyer, apply to a court of competent jurisdiction for appointment of a successor Escrow Agent. After such a new escrow agent shall accept such appointment at in writing, such new escrow agent shall be vested with the expense of Elmer's. Each successor same powers, rights, property, duties and responsibilities as if it had been originally named herein as Escrow Agent Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver an instrument accepting such appointment any further assurance, conveyance, act or deed, the same shall be done and shall, without further acts, shall be vested in all legally and validly executed and delivered by the estates, properties, rights, powers and duties of the resigning Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent hereunderAgent.

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 at any time and be discharged from its duties or and obligations hereunder by giving a its written resignation to the parties to this Agreement. In addition, the Escrow AgreementAgent may be removed at any time, specifying with or without cause, upon thirty (30) days’ prior written notice delivered to the Escrow Agent and executed by both Parent and Seller. Such resignation or removal shall take effect not less than thirty (30) days prior written after notice is given to all Parties. In such event, Parent may appoint, with the consent of the date when such resignation Seller, which consent shall take effect; providednot be unreasonably withheld, howeverconditioned or delayed, that no such resignation shall become effective until the appointment of a successor Escrow Agent Agent, which shall be a commercial bank, trust company or other financial institution with a combined capital and acceptance surplus in excess of such appointment $100,000,000 (unless otherwise agreed by such successor Escrow Agentthe Parties in writing), that will be an unrelated third party with respect to each of Buyer and Seller. Elmer's may If Parent fails to appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars within fifteen ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (6015) days of the date specified for after receiving the Escrow Agent's resignation to take effect’s written resignation, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such the appointment at of a successor Escrow Agent. Any appointment of a successor escrow agent shall be binding upon Buyer and Seller and no appointed successor escrow agent shall be deemed to be an agent of the expense of Elmer'sEscrow Agent. Each The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment appointment, and the successor Escrow Agent shall, without further acts, be vested in with all the estates, properties, property rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent hereunderherein. The Escrow Agent shall act in accordance with written instructions from Parent and Seller as to the transfer of the Document Deposit and the Escrow Fund to a successor escrow agent, at which time the Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign at any time and be discharged from its duties or obligations hereunder by giving delivering a written resignation to the parties to this Escrow Agreement, specifying not less than thirty (30) days 60 days’ prior written notice of to the date when such resignation shall take effect; provided. Similarly, however, that no such resignation shall become effective until the appointment Escrow Agent may be removed and replaced following the giving of a successor 60 days’ prior written notice sent to the Escrow Agent and acceptance of such appointment signed by such successor Escrow Agentthe Stockholders’ Representatives and Buyer. Elmer's Buyer may appoint a successor Escrow Agent without with the consent of the Representative Stockholders’ Representatives, which consent shall not be unreasonably withheld or delayed so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld1,000,000,000. If, within such notice periodperiod (either for resignation or removal), Elmer's Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property Escrow Account then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property Escrow Account, less any fees and expenses due and payable to the Escrow Agent, to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days named as provided in this Section 12 prior to the date on which the resignation of the date specified for the Escrow Agent's resignation Agent is to properly take effect, the Escrow Agent shall have the right to may apply to a court of competent jurisdiction for such appointment at of a successor escrow agent. If the expense of Elmer's. Each successor Escrow Agent does not apply to a court of competent jurisdiction for the appointment of a successor escrow agent, then the Escrow Agent’s sole responsibility after such sixty day notice period expires shall execute be to hold the Escrow Account (without any obligation to reinvest the same) and to deliver an instrument accepting the same to a successor escrow agent, if and when such appointment successor is designated in writing in the manner set forth in the second sentence of this Section 12 or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time the Escrow Agent’s * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and shall, without further acts, has been filed separately with the Securities and Exchange Commission. obligations hereunder shall cease and terminate. Under no circumstances shall any party be vested in all entitled to obtain a distribution from the estates, properties, rights, powers and duties Escrow Account as a result of the resignation or termination of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent hereunderAgent.

Successor Escrow Agent. In the event the The Escrow Agent becomes unavailable Agent, or unwilling to continue in its capacity herewithany successor, the Escrow Agent may resign at any time and be discharged from its duties or obligations hereunder upon giving written notice to each of XCarx.xxx xxx Seller 30 days before such resignation will take effect. In addition, XCarx.xxx xxx the Seller may terminate the Escrow Agent's appointment as escrow agent upon giving written notice (jointly signed by giving a written resignation XCarx.xxx xxx the Seller) to the parties to this Escrow Agreement, specifying not less than Agent thirty (30) days prior written notice of the date when before such resignation shall termination will take effect; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Escrow Agent. Elmer's may appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, If the Escrow Agent shall act resign, be terminated or be unable to serve, then it will be succeeded by such bank or trust company jointly named by XCarx.xxx xxx the Seller in accordance with such instructions and promptly transfer thirty (30) day period, or if no such Escrowed Property to such designated successor. If no successor Escrow Agent appointment is made by that time, then by a bank or trust company appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to by a court of competent jurisdiction for such appointment at upon petition by any of the expense of Elmer'sEscrow Agent, XCarx.xxx xx the Seller (in which action the other party or parties will be afforded a reasonable opportunity to participate) to appoint a successor escrow agent. Each successor The Escrow Agent shall execute will transfer the Escrow Account and deliver an instrument accepting such appointment all books and shallrecords with respect thereto and to this Escrow Agreement to its successor and will thereupon be discharged as escrow agent hereunder, without further acts, be vested in and the successor will thereupon succeed to all of the estates, properties, rights, powers and duties and will assume all of the obligations of the Escrow Agent or any other predecessor Escrow Agent as if originally named as in this Escrow Agent hereunderAgreement. If no successor escrow agent is appointed within six (6) months of the giving of notice to resign by the Escrow Agent, Escrow Account may transfer the Escrow Account into the law offices of Kronish, Lieb, Weiner & Hellxxx XXX at New York, NY.

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 at any time and be discharged from its duties or and obligations hereunder by giving a its written resignation to the parties to this Escrow Agreement, specifying . Such resignation shall take effect not less than thirty (30) days prior written notice of the date when such resignation shall take effectafter it is given to all parties hereto; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Escrow Agent. Elmer's may appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentativeescrow agent, which shall not be unreasonably withheldaccomplished as follows: Purchaser Parties and Seller Parties shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving such notice. If, If the Purchaser Parties and Seller Parties fail to agree on a successor escrow agent within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effecttime, the Escrow Agent shall have the right to apply appoint a successor escrow agent authorized to a court do business in the State of competent jurisdiction for such appointment at the expense of Elmer'sCalifornia, which successor escrow agent shall be reasonably acceptable to Purchaser Parties and Seller Parties. Each The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment appointment, and the successor Escrow Agent shall, without further acts, be vested in with all the estates, properties, property rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent hereunderherein. The Escrow Agent shall act in accordance with written instructions from Purchaser and Comarco as to the transfer of the Escrow Funds to a successor escrow agent. The Escrow Agent shall be paid any outstanding fees and expenses prior to transferring the Escrow Funds to a successor escrow agent. Any corporation into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation to which substantially all the corporate trust business of the Escrow Agent in its individual capacity (including the administration of the Escrow Funds) may be transferred, shall be the Escrow Agent under this Agreement without further act.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign at any time and be discharged from its duties or obligations hereunder by giving a written resignation to the parties to this Escrow Agreement, specifying not less than thirty (30) days prior ---------------------- written notice of the date when such resignation shall take effectthereof to Company and Purchaser and may be removed at any time by Company and Purchaser giving joint written notice thereof to Escrow Agent; provided, however, that no any such resignation or removal shall not become -------- ------- effective until a successor escrow agent shall have been appointed as provided herein and shall have accepted such appointment in writing upon the appointment resignation or removal of a Escrow Agent. A successor Escrow Agent will be appointed by joint agreement of Company and acceptance of such appointment by such successor Escrow Agent. Elmer's may appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business Purchaser; provided, however, that in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If event no -------- ------- successor Escrow Agent is appointed by mutual agreement of Company and Purchaser within sixty (60) ten days after such resignation or removal, Company shall promptly appoint the successor Escrow Agent, which successor shall be a bank or trust company organized under the laws of the date specified for the United States having reported capital and surplus of not less than $100,000,000. Any such successor escrow agent shall deliver to Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to Company and Purchaser a court of competent jurisdiction for such appointment at the expense of Elmer's. Each successor Escrow Agent shall execute and deliver an written instrument accepting such appointment hereunder, and shall, without further acts, be vested in thereupon it shall succeed to all of the estates, properties, rights, powers and duties of Escrow Agent hereunder and shall be entitled to receive and hold all of the then remaining amounts held in escrow hereunder. Pending the appointment of the successor Escrow Agent, Escrow Agent shall only be responsible for continuing to hold and invest the Escrowed Funds pursuant to the terms of this Escrow Agreement. If an instrument of acceptance by a successor escrow agent shall not have been delivered to Escrow Agent within 30 days after the giving of such notice of resignation, the resigning Escrow Agent or Company or Purchaser, may at the expense of Company and Purchaser, petition any other predecessor Escrow Agent as if originally named as Escrow Agent hereundercourt 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 herewithas escrow agent under this Agreement, the Escrow Agent may resign at any time and be discharged from its duties or and obligations hereunder by giving a its written resignation to the parties to this Escrow Agreement, specifying . Such resignation shall take effect not less than thirty (30) days prior written notice of the date when such resignation shall take effectafter it is given to all parties hereto; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Escrow Agent. Elmer's may appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentativeescrow agent, which shall not be unreasonably withheldaccomplished as follows: Purchaser Parties and Seller Parties shall use their best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving such notice. If, If the Purchaser Parties and Seller Parties fail to agree on a successor escrow agent within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effecttime, the Escrow Agent shall have the right to apply appoint a successor escrow agent authorized to a court do business in the State of competent jurisdiction for such appointment at the expense of Elmer'sCalifornia, which successor escrow agent shall be reasonably acceptable to Purchaser Parties and Seller Parties. Each The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment appointment, and the successor Escrow Agent shall, without further acts, be vested in with all the estates, properties, property rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent hereunderherein. The Escrow Agent shall act in accordance with written instructions from Purchaser and Comarco as to the transfer of the Escrow Fund to a successor escrow agent. The Escrow Agent shall be paid any outstanding fees and expenses prior to transferring the Escrow Fund to a successor escrow agent. Any corporation into which the Escrow Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent in its individual capacity shall be a party, or any corporation to which substantially all the corporate trust business of the Escrow Agent in its individual capacity (including the administration of the Escrow Fund) may be transferred, shall be the Escrow Agent under this Agreement without further act.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the (a) The Escrow Agent may resign at any time and be discharged from its duties or obligations hereunder by giving a written resignation for any reason upon notice to the parties to this Escrow Agreement, specifying not less than Parent and Representative given at least thirty (30) days prior to the effective date of such resignation. Escrow Agent may be removed by the mutual consent of Parent and Representative upon thirty (30) days’ prior written notice of the date when such resignation to Escrow Agent. The Escrow Agent shall take effect; provided, however, that have no such resignation shall become effective until responsibility for the appointment of a successor Escrow Agent escrow agent hereunder. Any successor escrow agent shall be a commercial bank or trust company having capital, surplus and acceptance of such appointment by such successor Escrow Agent. Elmer's may appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of undivided profits aggregating at least Fifty Million Xxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Dollars (U.S. $50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld100,000,000). If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such appointment at the expense of Elmer's. Each Any successor Escrow Agent shall be appointed by the mutual agreement of Parent and Representative (except as otherwise provided in Section 15), shall execute and deliver to the predecessor Escrow Agent, Parent and Representative an instrument accepting such appointment and thereupon such successor Escrow Agent shall, without further actsact, be become vested in with all the estates, properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent. If a successor Escrow Agent hereunderhas not been appointed within thirty (30) days after any notice of resignation or removal, Escrow Agent may deliver all of the cash and other property in its possession under this Agreement to any court of competent jurisdiction. Upon such delivery or upon the delivery of such cash and other property to any successor Escrow Agent appointed as provided above, Escrow Agent shall be released from any and all duties, obligations and liability under this Agreement, except to the extent of any prior willful misconduct or gross negligence of Escrow Agent. Escrow Agent shall have the right to deduct from the Escrowed Funds transferred to any such successor Escrow Agent or to any such court any outstanding and unpaid expenses or fees that are reimbursable pursuant to the provisions of this Agreement.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign at any time and be discharged from its duties or obligations hereunder by giving a written resignation to the parties to this Escrow Agreement, specifying not less than thirty (30) 30 days prior written notice of the date when such resignation shall take effect; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Escrow Agent. Elmer's TriZetto may appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Five Hundred Million Dollars ($50,000,000500,000,000) which has no direct depository or lending relationship with Elmer's TriZetto or any of the Novaxxx Xxxurityholders and which is qualified to do business in the State of OregonCalifornia, and may appoint any other successor Escrow Agent with the written consent of the Repre sentativeRepresentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's TriZetto provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 8 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) 60 days of the date specified for the Escrow Agent's resignation to take effect, any party hereto (including the Escrow Agent Agent) shall have the right to apply to a court of competent jurisdiction for such appointment at the expense of Elmer'sTriZetto. Each successor Escrow Agent shall execute and deliver an instrument accepting such appointment and shall, without further acts, be vested in all the estates, properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent 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 at any time and be discharged from its duties or obligations hereunder by giving delivering a written resignation to the parties to this Escrow Agreement, specifying not less than thirty (30) days 30 days’ prior written notice of to the date when such resignation shall take effect; provided. Similarly, however, that no such resignation shall become effective until the appointment Escrow Agent may be removed and replaced following the giving of a successor 30 days’ prior written notice sent to the Escrow Agent and acceptance of such appointment signed by such successor Escrow Agentthe Indemnification Representative and Buyer. Elmer's Buyer may appoint a successor Escrow Agent without with the consent of the Representative Indemnification Representative, which consent shall not be unreasonably withheld or delayed so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld1,000,000,000. If, within such notice periodperiod (either for resignation or removal), Elmer's Buyer provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property Escrow Account then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property Escrow Account, less any fees and expenses due and payable to the Escrow Agent, to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days named as provided in this Section 12 prior to the date on which the resignation of the date specified for the Escrow Agent's resignation Agent is to properly take effect, the Escrow Agent shall have the right to may apply to a court of competent jurisdiction for such appointment at of a successor escrow agent. If the expense of Elmer's. Each successor Escrow Agent does not apply to a court of competent jurisdiction for the appointment of a successor escrow agent, then the Escrow Agent’s sole responsibility after such 30 day notice period expires shall execute be to hold the Escrow Accounts (without any obligation to reinvest the same) and to deliver an instrument accepting the same to a successor escrow agent, if and when such appointment successor is designated in writing in the manner set forth in the second sentence of this Section 12 or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time the Escrow Agent’s obligations hereunder shall cease and shall, without further acts, terminate. Under no circumstances shall any party be vested in all entitled to obtain a distribution from any Escrow Account as a result of the estates, properties, rights, powers and duties resignation or termination of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent hereunderAgent, except in the event of a joint written notice from both the Parties.

Successor Escrow Agent. In the event the The Escrow Agent becomes unavailable Agent, or unwilling to continue in its capacity herewithany successor, the Escrow Agent may resign at any time upon giving written notice to Buyer and be discharged from its duties or obligations hereunder by giving a written resignation to the parties to this Escrow Agreement, specifying not less than Company at least thirty (30) days prior written notice of the date when before such resignation shall take effect; provided. In addition, however, that no such resignation shall become effective until Buyer and the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Company may terminate the Escrow Agent. Elmer's may appoint a successor Escrow Agent without appointment as escrow agent upon giving written notice (jointly signed by Buyer and the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000Company) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to at least thirty (30) days before such successor, termination shall take effect. If the Escrow Agent shall act resign, be terminated or be unable to serve, then it shall be succeeded by such bank or trust company jointly named by Buyer and the Company in accordance with such instructions and promptly transfer thirty (30) day period, or if no such Escrowed Property to such designated successor. If no successor Escrow Agent appointment is made by that time then it shall be succeeded by a bank or trust company appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to by a court of competent jurisdiction for such appointment at upon petition by any of the expense of Elmer'sEscrow Agent, Buyer or the Company (in which action the other parties shall be afforded a reasonable opportunity to participate) to appoint a successor escrow agent, or the Escrow Agent may tender the Escrow Fund into court as provided elsewhere in this Escrow Agreement. Each successor The Escrow Agent shall execute transfer the Escrow Fund to its successor and deliver an instrument accepting such appointment shall thereupon be discharged from any obligation to perform further services under this Escrow Agreement, and shall, without further acts, be vested in the successor shall thereupon succeed to all of the estates, properties, rights, powers and duties and shall assume all of the obligations of the Escrow Agent originally named in this Escrow Agreement. Notwithstanding any other provision hereof, the obligation of Buyer and the Company to the Escrow Agent under Section 6(d) and 6(f) shall survive any resignation or removal of Escrow Agent or any other predecessor termination of this Escrow Agent as if originally named as Escrow Agent hereunderAgreement.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the (i) The Escrow Agent may resign at any time and be discharged from its duties or obligations hereunder by giving a written resignation to each of the parties to this Escrow Agreement, specifying hereto not less than thirty (30) days prior written notice of the effective date when of such resignation (which effective date shall take effect; providedbe at least thirty (30) days after the date such notice is given). In addition, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent may be removed and acceptance of such appointment replaced on a date designated in a written instrument signed by such successor Buyer and the Escrow Representative and delivered to the Escrow Agent. Elmer's may appoint The parties hereto intend that a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides escrow agent mutually acceptable to the Escrow Representative and Buyer will be appointed to fulfill the duties of the Escrow Agent written instructions hereunder for the remaining term of this Agreement in the event of the Escrow Agent's resignation or removal. Upon the effective date of such resignation or removal, the Escrow Agent shall deliver the property comprising the Escrow Deposit to such successor escrow agent, together with an accounting of the investments held by it and all transactions related to this Agreement, including any distributions made and such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the appointment Escrow Deposit as such successor may reasonably request. If on or before the effective date of such resignation or removal, a successor escrow agent has not been appointed, the Escrow Agent will thereupon deposit the Escrow Deposit into the registry of a court of competent jurisdiction. Upon written acknowledgment by a successor Escrow Agent escrow agent appointed in accordance with this Section 10 6(d)(i) of its agreement to serve as escrow agent hereunder and directions for the transfer receipt of any Escrowed Property the property then held by comprising the Escrow Agent to such successorDeposit, the Escrow Agent shall act in accordance with be fully released and relieved of all duties, responsibilities and obligations under this Agreement, except for those arising under the last sentence of Section 6(b) of this Agreement, and such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days of the date specified escrow agent shall for all purposes hereof be the Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such appointment at the expense of Elmer's. Each successor Escrow Agent shall execute and deliver an instrument accepting such appointment and shall, without further acts, be vested in all the estates, properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent hereunder.

Successor Escrow Agent. The Escrow Agent or any successor to it as escrow agent hereafter appointed may resign for any reason upon twenty (20) days’ written notice to the Purchaser and the Representative, specifying the date upon which such resignation shall take effect. In addition, the Purchaser and the Representative, acting jointly, shall have the right to terminate the appointment of the Escrow Agent by giving it twenty (20) days’ written notice of such termination, specifying the date upon which such termination shall take effect. In the event of the resignation or termination of the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewithAgent, upon the expiration of such twenty (20) days’ notice, the Escrow Agent may resign at deliver all cash or property in its possession under this Agreement less Escrow Agent’s fees, any time reasonable and be discharged from its duties documented out-of-pocket costs and expenses or other obligations hereunder by giving a written resignation owed to the parties to this Escrow Agreement, specifying not less than thirty (30) days prior written notice of the date when such resignation shall take effect; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent to any successor escrow agent appointed by the Representative and acceptance of such appointment by such the Purchaser; or, if no successor Escrow Agent. Elmer's may appoint a successor Escrow Agent without escrow agent has been appointed, at the consent cost and expense of the Representative so long as such successor is a bank with assets and the Purchaser to any court of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business competent jurisdiction in the State of OregonNew York. Upon either such delivery, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 Agent's obligations hereunder shall cease and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, terminate and the Escrow Agent shall act be released from any and all liability under this Agreement. A termination under this Section 9 shall in accordance with such instructions and promptly transfer such Escrowed Property to such designated successorno way change the terms of Section 10 affecting indemnification. If no successor Escrow Agent is appointed within sixty (60) days of the date specified for the The Escrow Agent's resignation sole responsibility from the time of the expiration of the twenty (20) day notice periods set forth above in this Section 9 until such termination shall be to take effectkeep safely the Indemnification Escrow Amount, the Adjustment Escrow Agent shall have Amount and any Disputed Funds and to deliver the right same to apply to a successor escrow agent or a court of competent jurisdiction for such appointment at in the expense State of Elmer's. Each successor Escrow Agent shall execute and deliver an instrument accepting such appointment and shallNew York as provided above, without further actsto the person or persons specified in accordance with a Joint Instruction, be vested or in all the estates, properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent accordance with a “final determination” as if originally named as Escrow Agent hereunderprovided in Section 6(b) above.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign at any time and be discharged from its duties or obligations hereunder by giving a written resignation to the parties to this Escrow Agreement, specifying not less than thirty (30) days prior written notice of the date when such resignation shall take effect; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Escrow Agent. Elmer's Platinum may appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Five Hundred Million Dollars ($50,000,000500,000,000) which has no direct depository or lending relationship with Elmer's Platinum and which is qualified to do business in the State of OregonCalifornia, and may appoint any other successor Escrow Agent with the consent of the Repre sentativeRepresentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's Platinum provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such appointment at the expense of Elmer'sPlatinum. Each successor Escrow Agent shall execute and deliver an instrument accepting such appointment and shall, without further acts, be vested in all the estates, properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent 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 at any time and be discharged from its duties or obligations hereunder by giving a written resignation to the parties to this Escrow Agreement, specifying not less than thirty (30) days prior written notice of the date when such resignation registration, shall take effect; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Escrow Agent. Elmer's Parent may appoint a successor Escrow Agent without the consent of the Shareholders' Representative so long as such successor is a bank with assets of at least Fifty Five Hundred Million Dollars ($50,000,000500,000,000) which has no direct depository or lending relationship with Elmer's Parent and which is qualified to do business in the State of OregonCalifornia, and may appoint any other successor Escrow Agent with the consent of the Repre sentativeShareholders' Representative, which shall not be unreasonably withheld. If, within such notice period, Elmer's Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such appointment at the expense of Elmer'sParent. Each successor Escrow Agent shall execute and deliver an instrument accepting such appointment and shall, without further acts, be vested in all the estates, properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent 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 at any time and be discharged from its duties or obligations hereunder by giving a written resignation to the parties to this Escrow Agreement, specifying not less than thirty (30) days prior written notice of the date when such resignation shall take effect; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Escrow Agent. Elmer's Fluence may appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's Fluence and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentativeRepresentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's Fluence provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 9 and directions for the transfer of any Escrowed Property Additional Merger Consideration then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property Additional Merger Consideration to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such appointment at the expense of Elmer'sFluence. Each successor Escrow Agent shall execute and deliver an instrument accepting such appointment and shall, without further acts, be vested in all the estates, properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent 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 at any time and be discharged from its duties or obligations hereunder by giving a written resignation to the parties to this Escrow Agreement, specifying not less than thirty (30) 30 days prior written notice of the date when such resignation shall take effect; provided, however, that no such resignation shall become effective until the appointment of a successor Escrow Agent and acceptance of such appointment by such successor Escrow Agent. Elmer's TriZetto and the Representative may appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) 500,000,000 which has no direct depository or lending relationship with Elmer's TriZetto or any of the Finserv Securityholders and which is qualified to do business in the State of OregonCalifornia, and may appoint any other successor Escrow Agent with Agentwith the written consent of the Repre sentativeRepresentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's TriZetto provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) 60 days of the date specified for the Escrow Agent's resignation to take effect, any party hereto (including the Escrow Agent Agent) shall have the right to apply to a court of competent jurisdiction for such appointment at the expense of Elmer'sTriZetto. Each successor Escrow Agent shall execute and deliver an instrument accepting such appointment and shall, without further acts, be vested in all the estates, properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent hereunder.

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 at any time and be discharged from its duties or and obligations hereunder by giving a its written resignation to the parties Parties upon 30 days’ prior written notice to this the Parties. In addition, the Escrow AgreementAgent may be removed at any time, specifying with or without cause, upon 30 days’ prior written notice delivered to the Escrow Agent and executed by both the Company and the Investors’ Representative. Such resignation or removal shall take effect not less than thirty (30) 30 days prior written after notice is given to all Parties and the Escrow Agent. In such event, the Company may appoint, with the consent of the date when such resignation Investors’ Representative, which consent shall take effect; providednot be unreasonably withheld, howeverconditioned or delayed, that no such resignation shall become effective until the appointment of a successor Escrow Agent Agent, which shall be a commercial bank, trust company or other financial institution with a combined capital and acceptance surplus in excess of such appointment $100,000,000 (unless otherwise agreed by such successor Escrow Agentthe Parties in writing), that will be an unrelated third party with respect to each of the Company and the Investors’ Representative. Elmer's may If the Company fails to appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) 15 days of the date specified for after receiving the Escrow Agent's resignation to take effect’s written resignation, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such the appointment at of a successor Escrow Agent or appoint a successor Escrow Agent of its own choice. Any appointment of a successor Escrow Agent shall be binding upon the expense Company, each of Elmer'sthe Investors and the Investors’ Representative, and no appointed successor Escrow Agent shall be deemed to be an agent of the Escrow Agent. Each The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment on the terms and conditions contained in this Agreement, and the successor Escrow Agent shall, without further acts, be vested in with all the estates, properties, property rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as the Escrow Agent hereunderherein. The Escrow Agent shall act in accordance with written instructions from the Company and the Investors’ Representative as to the transfer of the Escrow Fund to a successor Escrow Agent, at which time the Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

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 at any time and be discharged from its duties or and obligations hereunder by giving a its written resignation to the parties Parties upon 30 days’ prior written notice to this the Parties. In addition, the Escrow AgreementAgent may be removed at any time, specifying with or without cause, upon 30 days’ prior written notice delivered to the Escrow Agent and executed by both Parent and the Shareholders’ Representative. Such resignation or removal shall take effect not less than thirty (30) 30 days prior written after notice is given to all Parties and the Escrow Agent. In such event, Parent may appoint, with the consent of the date when such resignation Shareholders’ Representative, which consent shall take effect; providednot be unreasonably withheld, howeverconditioned or delayed, that no such resignation shall become effective until the appointment of a successor Escrow Agent Agent, which shall be a commercial bank, trust company or other financial institution with a combined capital and acceptance surplus in excess of such appointment $100,000,000 (unless otherwise agreed by such successor Escrow Agentthe Parties in writing), that will be an unrelated third party with respect to each of Parent and the Shareholders’ Representative. Elmer's may If Parent fails to appoint a successor Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) 15 days of the date specified for after receiving the Escrow Agent's resignation to take effect’s written resignation, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such the appointment at of a successor Escrow Agent or appoint a successor Escrow Agent of its own choice. Any appointment of a successor Escrow Agent shall be binding upon Parent, the expense Shareholders’ Representative, each of Elmer'sthe Shareholders and each of the Founders, and no appointed successor Escrow Agent shall be deemed to be an agent of the Escrow Agent. Each The successor Escrow Agent shall execute and deliver to the Escrow Agent an instrument accepting such appointment on the terms and conditions contained in this Agreement, and the successor Escrow Agent shall, without further acts, be vested in with all the estates, properties, property rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent hereunderherein. The Escrow Agent shall act in accordance with written instructions from Parent and the Shareholders’ Representative as to the transfer of the Escrow Fund to a successor Escrow Agent, at which time the Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Successor Escrow Agent. In If any vacancy shall occur in the event position of the Escrow Agent becomes unavailable by reason of the resignation or unwilling removal of the Escrow Agent, such vacancy shall be filled by the appointment of a successor pursuant to continue in its capacity herewith, this Section. Promptly upon (a) receipt of a notice of resignation from the Escrow Agent may resign at any time in accordance with Section 3.03 hereof, or (b) removal of the Escrow Agent in accordance with Section 3.02 hereof, BAC and AmBev shall jointly appoint a successor Escrow Agent, which shall be discharged from its duties or obligations hereunder by giving a written resignation to the parties to this Escrow Agreementan internationally recognized bank, specifying not less than thirty within fifteen (3015) days prior written notice after the resignation or removal of the Escrow Agent. If the vacancy has not been filled by the effective date when such of the resignation or removal of an Escrow Agent, the board of directors of the Company shall take effect; provided, however, that no such resignation shall become effective serve as Escrow Agent until the appointment of a successor Escrow Agent becomes effective and the successor Escrow Agent accepts such appointment. Any successor Escrow Agent appointed as herein provided shall indicate its acceptance of such appointment by signing counterparts of this Agreement and delivering such counterparts to BAC, AmBev, the Company and the former Escrow Agent, and thereupon such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Escrow Agent as if such successor had been originally a party to this Agreement as Escrow Agent. Upon the payment of all fees and expenses due to the retiring Escrow Agent, the retiring Escrow Agent shall transfer all the shares of the Company held pursuant to this Agreement to the successor Escrow Agent, and such shares shall be registered in the name of the successor Escrow Agent in the share register of the Company or, as the case may be, in any shareholder register or account of the Company held by a professional depository of securities within the meaning of the Luxembourg law of August 1, 2001 on transfer of securities. Further, upon the payment of all fees and expenses due to the retiring Escrow Agent, the retiring Escrow Agent shall promptly transfer all other property held by it as Escrow Agent to the successor Escrow Agent. Elmer's may appoint a successor The term "Escrow Agent" as used in this Agreement shall apply to and mean the original Escrow Agent without the consent of the Representative so long as such successor is a bank with assets of at least Fifty Million Dollars ($50,000,000) which has no direct depository or lending relationship with Elmer's hereunder and which is qualified to do business in the State of Oregon, and may appoint any other successor Escrow Agent with the consent of the Repre sentative, which shall not be unreasonably withheld. If, within such notice period, Elmer's provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent in accordance with this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrowed Property to such designated successor. If no successor Escrow Agent is appointed within sixty (60) days of the date specified for the Escrow Agent's resignation to take effect, the Escrow Agent shall have the right to apply to a court of competent jurisdiction for such appointment at the expense of Elmer's. Each successor Escrow Agent shall execute and deliver an instrument accepting such appointment and shall, without further acts, be vested in all the estates, properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent hereunder.