Termination of Agreement and Resignation of Escrow Agent Clause Samples

Termination of Agreement and Resignation of Escrow Agent a. This Agreement shall terminate upon disbursement of all of the Escrowed Funds provided that the rights of the Escrow Agent and the obligations of the Company and the Purchasers under Section 4 shall survive the termination hereof. b. The Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company and Silver Rock at least ten (10) business days written notice thereof (the “Notice Period”). As soon as practicable after its resignation, the Escrow Agent shall, if it receives notice from the Company and Silver Rock within the Notice Period, turn over to a successor escrow agent appointed by the Company and Silver Rock all Escrowed Funds (less such amount as the Escrow Agent is entitled to continue to retain and hold in escrow pursuant to Section 4(f) and to retain pursuant to Section 7) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new agent is so appointed within the Notice Period, the Escrow Agent shall return the Escrowed Funds to the parties from which they were received without interest or deduction.

Termination of Agreement and Resignation of Escrow Agent. 5.1 This Escrow Agreement shall terminate upon disbursement of all of the Escrowed Funds, provided that the rights of the Escrow Agent and the obligations of the Company under Section 4 shall survive the termination hereof. 5.2 The Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company at least five (5) business days written notice thereof (the “Notice Period”). As soon as practicable after its resignation, the Escrow Agent shall, if it receives notice from the Company within the Notice Period, turn over to a successor escrow agent appointed by the Company all Escrowed Funds (less such amount as the Escrow Agent is entitled to retain pursuant to Section 7) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new agent is so appointed within the Notice Period, the Escrow Agent shall return the Escrowed Funds to the parties from which they were received without interest or deduction.

Termination of Agreement and Resignation of Escrow Agent. 5.1 This Agreement shall terminate upon disbursement of all of the Escrowed Funds, provided that the rights of the Escrow Agent and the obligations of the Company under Section 4 shall survive the termination hereof. 5.2 The Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company and the Placement Agent at least five (5) business days written notice thereof (the “Notice Period”). Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except to hold as depositary the Escrow Funds that it receives until the end of such five Business Day period. In such event, the Escrow Agent shall not take any action, other than receiving and depositing the Investors’ checks and wire transfers in accordance with this Agreement, until the Company has designated a banking corporation, trust company, attorney or other person as successor. As soon as practicable after its resignation, the Escrow Agent shall, if it receives notice from the Company and the Placement Agent within the Notice Period, turn over to a successor escrow agent appointed by the Company and the Placement Agent all Escrowed Funds (less such amount as the Escrow Agent is entitled to retain pursuant to Section 7) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new agent is so appointed within the Notice Period, the Escrow Agent shall return the Escrowed Funds to the parties from which they were received without interest or deduction.

Termination of Agreement and Resignation of Escrow Agent. (a) This Escrow Agreement shall terminate on the final disposition of the monies and property held in escrow hereunder, provided that the rights of the Escrow Agent and the obligations of the other parties hereto under Sections 5 and 8 shall survive the termination hereof. (b) The Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company and the Placement Agents at least 30 days notice thereof. As soon as practicable after its resignation, the Escrow Agent shall turn over to a successor escrow agent appointed by the Company all monies and property held hereunder upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new escrow agent is so appointed within the 60-day period following such notice of resignation, the Escrow Agent may deposit the aforesaid monies and property with any court it deems appropriate.

Termination of Agreement and Resignation of Escrow Agent. 7.1 This Escrow Agreement shall terminate upon disbursement of all of the Escrowed Funds, provided that the rights of the Escrow Agent and the obligations of the Seller under Section 6 shall survive the termination hereof. 7.2 The Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Seller at least five (5) business days written notice thereof (the “Notice Period”). As soon as practicable after its resignation, the Escrow Agent shall, if it receives a joint notice from the Parties within the Notice Period, turn over to a successor escrow agent appointed jointly by the Parties all Escrowed Funds (less such amount as the Escrow Agent is entitled to retain pursuant to Section 9) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new agent is so appointed within the Notice Period, the Escrow Agent shall return the Escrowed Funds to the parties from which they were received without interest or deduction.

Termination of Agreement and Resignation of Escrow Agent. (a) This Agreement shall terminate on the final disposition of the monies and property held in escrow hereunder, provided that the rights of the Escrow Agent and the obligations of the other parties hereto under Sections 1 and 2 shall survive the termination hereof. (b) The Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the other parties hereto at least 60 days' notice thereof. The Escrow Agent may be removed at any time by giving to the other parties hereto at least 30 days' notice hereof. As soon as practicable after its resignation or removal, the Escrow Agent shall turn over to a successor escrow agent appointed by the other parties hereto all monies and property held hereunder (less such amount as the Escrow Agent is entitled to retain pursuant to Section 1(e)) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new escrow agent is so appointed within the 60-day period following such notice of resignation or the 30-day period following such notice of removal, the Escrow Agent may deposit the aforesaid monies and property with any court in the State of Colorado, it deems appropriate. If the Escrow Agent is removed, it shall be entitled to (i) the full payment of its flat fee, (ii) compensation for services rendered prior to such removal and (iii) pre-approved out-of-pocket expenses incurred prior to such removal, all as set forth on Exhibit A.

Termination of Agreement and Resignation of Escrow Agent. (a) This Agreement will terminate on the date of the final disbursement of the Escrow Funds, except for Sections 10, 14, 15, 17 and 18 hereof, which will survive such disbursement without limitation. (b) At any time, upon thirty (30) days prior notice to each of the other parties hereto, Escrow Agent may resign and be discharged from its duties as Escrow Agent hereunder. As soon as practicable after its resignation, Escrow Agent will promptly turn over to a successor escrow agent mutually appointed by the other parties hereto all monies and property held hereunder upon presentation of a document appointing the new escrow agent and its acceptance thereof. The parties agree to execute with any such new escrow agent an agreement substantially in the form of this Agreement.

Termination of Agreement and Resignation of Escrow Agent. 5.1 This Escrow Agreement shall terminate on the final disposition of the monies and property held in escrow hereunder, provided that the rights of the Escrow Agent and the obligations of the other parties hereto under Sections 4 and 7 shall survive the termination hereof. 5.2 The Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Company and Accentia at least 30 days written notice thereof. Should the Escrow Agent resign as herein provided, its only duty shall be to hold the Escrow Funds until they clear the banking system for a period of no more than five (5) business days following the effective date of such resignation. As soon as practicable after its resignation, the Escrow Agent shall turn over to a successor escrow agent appointed jointly by the Company and Accentia all monies and property held hereunder upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new Escrow Agent is so appointed within the 60-day period following such notice of resignation, the Escrow Agent may deposit the aforesaid monies and property with any court it deems appropriate.

Termination of Agreement and Resignation of Escrow Agent. 9.1. This Escrow Agreement shall terminate at the end of the Escrow Period, as described in Section 2 herein; provided, however, that the rights and obligations of the parties hereto shall survive the termination hereof. 9.2. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by giving the Company at least fifteen (15) days notice hereof. As soon as practicable after its resignation, the Escrow Agent shall turn over to a successor escrow agent appointed by the other parties hereto all monies and property held hereunder upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new escrow agent is so appointed within a thirty-day period following such notice of resignation, the Escrow Agent may deposit the aforesaid monies and property with any court in the State of Illinois that it deems appropriate.