Common use of Successor Escrow Agent Clause in Contracts

Successor Escrow Agent. 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; provided, however, that no such resignation or removal shall become effective until a successor escrow agent has been appointed. Such resignation shall take effect not less than thirty (30) calendar days after it is given to all parties hereto. In such event, the Stockholders’ Agent may, with the consent of Parent Representative, which consent shall not be unreasonably withheld, conditioned or delayed, appoint a successor Escrow Agent that will be a financial institution that is an unrelated third party with respect to each of Parent, the Parent Representative and the Stockholders’ Agent. If the Stockholders’ Agent fails to appoint a successor Escrow Agent within ten (10) calendar days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right at the expense of Parent to petition any court of general jurisdiction sitting in Xxxx County, Illinois for the appointment of a successor escrow agent. The successor Escrow Agent shall execute and deliver to the Escrow Agent (or the court, as the case may be) 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 Representative and the Stockholders’ Agent as to the transfer of the Escrow Fund to a successor escrow agent. Parent shall pay the Escrow Agent any outstanding fees and expenses prior to transferring the Escrow Fund to a successor escrow agent.

Successor Escrow Agent. In the event that the Escrow Agent becomes unavailable unwilling or unwilling unable to continue as escrow agent under this Escrow Agreement, the such Escrow Agent (the “Departing Escrow Agent”) may resign and be discharged from its duties and obligations hereunder by giving its delivering a written notice of resignation to the parties to this Escrow Agreement; providedSurviving Corporation, howeverthe Sytera Stockholders’ Representative and the Sirion Shareholders’ Representative, that no such resignation or removal shall become effective until a successor escrow agent has been appointed. Such which resignation shall take effect not less than thirty (30) calendar days after it following the date such notice of resignation is given delivered to all parties heretothe Surviving Corporation, the Sytera Stockholders’ Representative and the Sirion Shareholders’ Representative. In connection with any such eventresignation of the Departing Escrow Agent, the Surviving Corporation, the Sytera Stockholders’ Agent may, with Representative and the consent of Parent Representative, which consent Sirion Shareholders’ Representative shall not be unreasonably withheld, conditioned or delayed, mutually appoint a successor Escrow Agent (the “Successor Escrow Agent”) within fifteen (15) days following their receipt of the Departing Escrow Agent’s notice of resignation; provided, however, that will be a financial institution that is an unrelated third party with respect to each of Parentif the Surviving Corporation, the Parent Sytera Stockholders’ Representative and the StockholdersSirion Shareholders’ Agent. If the Stockholders’ Agent fails Representative fail to appoint a successor Successor Escrow Agent within ten prior to the end of such fifteen (1015) calendar days after receiving the Escrow Agent’s written resignationday period, the Departing Escrow Agent shall have the right at the expense of Parent be entitled to petition apply to any court of general competent jurisdiction sitting in Xxxx County, Illinois for the appointment of a successor escrow agentSuccessor Escrow Agent. The successor Any Successor Escrow Agent appointed pursuant to this Section 1.4 shall execute and deliver to the Surviving Corporation, the Sytera Stockholders’ Representative, the Sirion Shareholders’ Representative and the Departing Escrow Agent (or the court, as the case may be) an instrument accepting such appointment, and at which time the successor Successor Escrow Agent shall, without any further actsaction, be automatically vested with all the estates, property rights, powers powers, duties and duties responsibilities of the predecessor Departing Escrow Agent as if such Successor Escrow Agent were originally named as Escrow Agent herein. The Departing Escrow Agent shall act in accordance with written instructions from Parent the Surviving Corporation, the Sytera Stockholders’ Representative and the StockholdersSirion Shareholders’ Agent Representative as to the transfer of the Escrow Fund to a successor escrow agent. Parent shall pay the any Successor Escrow Agent any outstanding fees and expenses prior to transferring the Escrow Fund to a successor escrow agentAgent.

Successor Escrow Agent. The Escrow Agent may be removed, with or without cause, by a joint written notice to the Escrow Agent from the Seller and Active. 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; provided, however, that no such resignation or removal shall become effective until a successor escrow agent has been appointed. Such resignation shall take effect not less than thirty (30) calendar 60 days after it is given to all parties hereto. In such event, Active may appoint a successor escrow agent, subject to the Stockholders’ Agent may, with the consent of Parent RepresentativeSeller’s approval, which consent shall not be unreasonably withheld, conditioned or delayed, . If Active and the Seller fail to jointly appoint a successor Escrow Agent that will be a financial institution that is an unrelated third party with respect to each of Parent, the Parent Representative and the Stockholders’ Agent. If the Stockholders’ Agent fails to appoint a successor Escrow Agent escrow agent within ten (10) calendar 15 days after receiving the Escrow Agent’s written resignation, the Escrow Agent shall have the right at the expense of Parent to petition any apply to a court of general competent jurisdiction sitting in Xxxx County, Illinois for the appointment of a successor escrow agent. The successor Escrow Agent escrow agent shall execute and deliver to the Escrow Agent (or the court, as the case may be) 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. On the effective date of such resignation, the Escrow Agent shall deliver this Agreement together with any and all related instruments or documents to any successor escrow agent subject to this Agreement. The Escrow Agent shall act in accordance with written instructions from Parent Representative executed by both Active and the Stockholders’ Agent Seller as to the transfer of the Escrow Fund Stock to a successor escrow agent. Parent shall pay Notwithstanding anything to the contrary in the foregoing, the Escrow Agent or any outstanding fees and expenses prior successor Escrow Agent shall continue to transferring the act as Escrow Fund to Agent until a successor escrow agentis appointed and qualified to act as Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Escrow Agreementin its capacity herewith, the Escrow Agent may resign at any time and be discharged from its duties and or obligations hereunder by giving its 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 or removal shall become effective until the appointment of a successor escrow agent Escrow Agent and acceptance of such appointment by such successor Escrow Agent. 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 Five Hundred Million Dollars ($500,000,000) which has been appointed. Such resignation shall take effect not less than thirty (30) calendar days after it no direct depository or lending relationship with TriZetto and which is given qualified to all parties hereto. In such eventdo business in the State of California, the Stockholders’ and may appoint any other successor Escrow Agent may, with the consent of Parent the Representative, which consent shall not be unreasonably withheld. If, conditioned or delayedwithin such notice period, appoint TriZetto provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent that will be a financial institution that is an unrelated third party in accordance with respect this Section 10 and directions for the transfer of any Escrowed Property then held by the Escrow Agent to each of Parentsuch successor, the Parent Representative Escrow Agent shall act in accordance with such instructions and the Stockholders’ Agentpromptly transfer such Escrowed Property to such designated successor. If the Stockholders’ Agent fails to appoint a no successor Escrow Agent is appointed within ten sixty (1060) calendar days after receiving of the date specified for the Escrow Agent’s written resignation'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 Parent to petition any court of general jurisdiction sitting in Xxxx County, Illinois for the appointment of a successor escrow agentTriZetto. The Each successor Escrow Agent shall execute and deliver to the Escrow Agent (or the court, as the case may be) an instrument accepting such appointment, appointment and the successor Escrow Agent shall, without further acts, be vested with in all the estates, property properties, rights, powers and duties of the Escrow Agent or any other predecessor Escrow Agent as if originally named as Escrow Agent herein. The Escrow Agent shall act in accordance with written instructions from Parent Representative and the Stockholders’ Agent as to the transfer of the Escrow Fund to a successor escrow agent. Parent shall pay the Escrow Agent any outstanding fees and expenses prior to transferring the Escrow Fund to a successor escrow agenthereunder.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Escrow Agreementin its capacity herewith, the Escrow Agent may resign and be discharged from its duties and or obligations hereunder by giving its written delivering a resignation to the parties to this Escrow Agreement; provided, however, that no not less than sixty (60) days prior to the date when such resignation or removal shall become effective until a successor escrow agent has been appointed. Such resignation shall take effect not less than thirty (30) calendar days after it is given to all parties heretoeffect. In such eventSimilarly, the Stockholders’ Escrow Agent may, may be removed and replaced following the giving of sixty (60) days prior written notice sent to the Escrow Agent and signed by the Representative and the Buyer. The Buyer may appoint a successor Escrow Agent with the consent of Parent the Representative, which consent shall not be unreasonably withheld, conditioned withheld or delayed, appoint so long as such successor is a bank with assets of at least $1,000,000,000. If, within such notice period (either for resignation or removal), the Buyer provide to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent that will be a financial institution that is an unrelated third party with respect to each and directions for the transfer of Parent, the Parent Representative and Escrow Account then held by the Stockholders’ Agent. If the Stockholders’ Agent fails to appoint a successor Escrow Agent within ten (10) calendar days after receiving the Escrow Agent’s written resignationto such successor, the Escrow Agent shall have act in accordance with such instructions and promptly transfer the right at Escrow Account, less any fees and expenses due and payable to the expense Escrow Agent, to such designated successor. If no successor Escrow Agent is named as provided in this Section 12 prior to the date on which the resignation of Parent the Escrow Agent is to petition any properly take effect, the Escrow Agent may apply to a court of general competent jurisdiction sitting in Xxxx County, Illinois for appointment of a successor escrow agent. If the Escrow Agent does not apply to a court of competent jurisdiction for the appointment of a successor escrow agent. The successor Escrow Agent shall execute and deliver to , then the Escrow Agent Agent’s sole responsibility after such sixty (or the court, as the case may be60) an instrument accepting such appointment, and the successor Escrow Agent shall, without further acts, day notice period expires shall 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 Representative and the Stockholders’ Agent as to the transfer of hold the Escrow Fund Amount (without any obligation to reinvest the same) and to deliver the same to a successor escrow agent. Parent shall pay , if and when such 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 Agent’s obligations hereunder shall cease and terminate. Under no circumstance shall any outstanding fees and expenses prior party be entitled to transferring obtain a distribution from the Escrow Fund to Account as a successor escrow agentresult of the resignation or termination of the Escrow Agent.

Successor Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue as escrow agent under this Escrow Agreement, the Escrow Agent may at any time resign and be discharged from its duties and obligations hereunder by giving notice of its written resignation to Seller and Buyer at least 10 days prior to the parties to this Escrow Agreement; provided, however, that no date specified for such resignation or removal to take effect. If Escrow Agent has so resigned, Seller and Buyer shall become effective until appoint a successor escrow agent within such notice period. Further, if Escrow Agent has been appointed. Such resignation shall take effect not less than thirty (30) calendar days after it is previously given notice of resignation, Seller and Buyer may remove Escrow Agent by mutually naming a successor hereunder to all parties hereto. In such event, the Stockholders’ Agent may, with the consent of Parent RepresentativeEscrow Agent, which consent shall not be unreasonably withheld, conditioned or delayed, appoint a successor done by s removal and appointment of the Successor Escrow Agent that will be a financial institution that is an unrelated third party with respect to each of Parent, the Parent Representative and the Stockholders’ Agent. If the Stockholders’ Agent fails to appoint a successor Escrow Agent within at least ten (10) calendar days after receiving prior to the date specified for such removal to take place. Such Successor Escrow Agent’s written resignation, regardless of why appointed, shall have all the duties and powers assumed and conferred in this Agreement upon Escrow Agent. Upon the date on which the resignation or removal of Escrow Agent is specified to take effect, the Escrow Agent fund shall have be delivered to the right at the expense of Parent to petition any court of general jurisdiction sitting in Xxxx County, Illinois for the appointment of a successor escrow agent. The successor Successor Escrow Agent so named by Seller and Buyer above in this paragraph, whereupon all Escrow Agent's obligations hereunder shall execute cease. If no Successor Escrow Agent is so designated by such effective date, all obligations of Escrow Agent hereunder, nevertheless, shall cease and deliver terminate. Escrow Agent's sole responsibility thereafter shall be to keep safely the Escrow Agent (Fund and to deliver the same to a person designated by Seller and Buyer or the court, as the case may be) 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 Representative and the Stockholders’ Agent as to the transfer directions of the Escrow Fund to a successor escrow agent. Parent shall pay the Escrow Agent any outstanding fees and expenses prior to transferring the Escrow Fund to final order or judgment of a successor escrow agentcourt of competent jurisdiction.

Successor Escrow Agent. In On the event the acceptance in writing of any appointment as Escrow Agent becomes unavailable or unwilling hereunder by a successor Escrow Agent, such successor Escrow Agent will succeed to continue as escrow agent and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent under this Escrow Agreement, and the retiring Escrow Agent may resign and will be discharged from its duties and obligations under this Agreement, but will not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent’s resignation, the provisions of this Agreement will inure to its benefit as to any actions taken or omitted to be taken by giving its written resignation it while it was Escrow Agent under this Agreement. The retiring Escrow Agent will transmit all records pertaining to the parties Escrow Funds and will pay the Escrow Funds to this the successor Escrow Agreement; providedAgent, however, that no after making copies of such resignation records as the retiring Escrow Agent deems advisable. If a successor Escrow Agent has not accepted such appointment by the end of such 10 Business Day period or removal shall become effective until a such successor escrow agent has been appointed. Such resignation shall take effect not less than thirty (30) calendar days after it is given to all parties hereto. In such eventbecome so bound, the Stockholders’ Escrow Agent may, with the consent of Parent Representativein its reasonable discretion, which consent shall not be unreasonably withheld, conditioned or delayed, appoint a successor Escrow Agent that will be a financial institution that is an unrelated third party with respect to each of Parent, the Parent Representative and the Stockholders’ Agent. If the Stockholders’ Agent fails to appoint a successor Escrow Agent within ten (10) calendar days after receiving deliver the Escrow Agent’s written resignation, the Escrow Agent shall have the right Funds to Trustee at the expense of Parent address provided herein or may apply to petition any a court of general competent jurisdiction sitting in Xxxx County, Illinois for the appointment of a successor escrow agent. The successor Escrow Agent shall execute and deliver to the Escrow Agent (agent or the court, as the case may be) 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 Representative and the Stockholders’ Agent as to the transfer of the Escrow Fund to a successor escrow agent. Parent shall pay the Escrow Agent any outstanding fees and expenses prior to transferring the Escrow Fund to a successor escrow agentfor other appropriate relief.