Common use of Termination of Agreement and Resignation of Escrow Agent Clause in Contracts

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. 5.1 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 Buyers under Section 4 shall survive the termination hereof. Notwithstanding the foregoing, in the event that the Escrow Agent does not receive any instructions with respect to the disbursement of any remaining Escrowed Funds by August 15, 2010, this Agreement shall terminate as of such date and all Escrowed Funds shall be returned to the Buyers pro rata in proportion to the numbers of shares of Common Stock purchased by each without interest thereon or deduction therefrom, except as permitted by paragraph 7 hereof. 5.2 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 Agent Buyers 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 Buyers within the Notice Period, turn over to a successor escrow agent appointed by the Company and the Placement Agent Buyers 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 Investment Agent at least five fifteen (515) 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 fifteen (15) 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 Investment Agent within the Notice Period, turn over to a successor escrow agent appointed by the Company and the Placement Investment 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. 5.1 a. This Agreement shall terminate upon disbursement of all of the Escrowed Funds, including the Held-Back Escrowed Portion, provided that the rights of the Escrow Agent and the obligations of the Company and the Subscribers under Section 4 shall survive the termination hereof. Notwithstanding the foregoing, in the event that the Escrow Agent does not receive any instructions with respect to the disbursement of any Escrowed Funds by a date that is 90 days from the date of this Agreement, this Agreement shall terminate as of such date and all Escrowed Funds shall be returned to the parties from which they were received without interest thereon or deduction therefrom. 5.2 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 Agent Vision 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 Vision within the Notice Period, turn over to a successor escrow agent appointed by the Company and the Placement Agent Vision 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 a. This Agreement shall terminate upon disbursement of all of the Escrowed Funds, which includes the transfer into a separate escrow account of the Public Relations Held-Back Escrowed Portion, provided that the rights of the Escrow Agent and the obligations of the Company and the Subscribers under Section 4 shall survive the termination hereof. Notwithstanding the foregoing, in the event that the Escrow Agent does not receive any instructions with respect to the disbursement of any Escrowed Funds by June 29, 2008, this Agreement shall terminate as of such date and all Escrowed Funds shall be returned to the parties from which they were received without interest thereon or deduction therefrom. 5.2 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 Agent Vision 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 Vision within the Notice Period, turn over to a successor escrow agent appointed by the Company and the Placement Agent Vision 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 6.1 This Escrow Agreement shall terminate upon on the final disbursement of all of the Escrowed FundsFunds to the Seller and the delivery of the Escrowed Certificates to the Buyer, provided that the rights of the Escrow Agent and the obligations of the Company other Escrowing Parties hereto under Section 4 3 shall survive the termination hereof. 5.2 6.2 The Escrow Agent may resign at any time and be discharged from its it duties as Escrow Agent hereunder by giving the Company and the Placement Agent Escrowing Parties 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 each Escrowing Party, within the Notice Period, turn over to a successor escrow agent appointed by the Company and the Placement Agent Escrowing Parties, 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 deductionEscrowing Parties (less such amount as the Escrow Agent entitled to retain pursuant to Section 7).

Termination of Agreement and Resignation of Escrow Agent. 5.1 (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. Notwithstanding the foregoing, in the event that the Escrow Agent does not receive any instructions with respect to the disbursement of any Escrowed Funds by November 7, 2008, this Agreement shall terminate as of such date and all Escrowed Funds shall be returned to the parties from which they were received without interest thereon or deduction therefrom within five (5) business days. 5.2 (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 Agent Vision at least five ten (510) business days prior 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 Vision within the Notice Period, turn over to a successor escrow agent appointed by the Company and the Placement Agent Vision 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(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).

Termination of Agreement and Resignation of Escrow Agent. 5.1 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 Buyers under Section 4 shall survive the termination hereof. Notwithstanding the foregoing, in the event that the Escrow Agent does not receive any instructions with respect to the disbursement of any remaining Escrowed Funds by October 7, 2010, this Agreement shall terminate as of such date and all Escrowed Funds shall be returned to the Buyers pro rata in proportion to the numbers of shares of Common Stock purchased by each without interest thereon or deduction therefrom, except as permitted by paragraph 7 hereof. 5.2 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 Agent Buyers 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 Buyers within the Notice Period, turn over to a successor escrow agent appointed by the Company and the Placement Agent Buyers 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.