Resignation and Removal of the Escrow Agent. The Escrow Agent (and any successor escrow agent) may at any time (a) resign by giving written notice thereof to Buyer and the Selling Parties’ Representative or (b) be removed by mutual written notice thereof to the Escrow Agent from Buyer and the Selling Parties’ Representative, in each case with such notice being given at least 30 days prior to the effective date of such resignation or removal (as applicable). The resignation or removal of the Escrow Agent (i) shall not affect any right or remedy any Party may have and (ii) shall not be effective until delivery of the Escrow Account to any successor escrow agent jointly designated by Buyer and the Selling Parties’ Representative in writing or to any court of competent jurisdiction. If the Escrow Agent has not received a designation of a successor escrow agent within 30 days following such notice of resignation or removal (as applicable), then the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Account until receipt of (A) a joint designation of a successor escrow agent, (B) a Joint Instruction relating to disposition or (C) a final non-appealable order of a court of competent jurisdiction. After any retiring Escrow Agent’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement.
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Sources: Agreement and Plan of Merger (Imation Corp), Agreement and Plan of Merger (Imation Corp)