Actions of Escrow Agent Sample Clauses

The 'Actions of Escrow Agent' clause defines the responsibilities and authority of the escrow agent in managing and disbursing funds or documents held in escrow. It typically outlines the specific actions the agent is permitted or required to take, such as releasing funds upon fulfillment of certain conditions or providing notifications to the parties involved. This clause ensures that the escrow agent acts impartially and according to the agreed instructions, thereby providing security and clarity for all parties in the transaction.
Actions of Escrow Agent. If the Deposit is disbursed by the Escrow Agent in accordance with the provisions of Section 3.1.3 or Section 3.1.5, the Escrow Agent shall give written notice of any such disbursement to Purchaser and Seller. Upon such disbursement in accordance with the provisions of Section 3.1.3 or Section 3.1.5 the Escrow Agent shall be relieved and discharged of all further obligations with respect to the amounts so deposited or disbursed and all further obligations and liability to the parties hereto with respect to its obligations with respect thereto under this Agreement, except for its obligation to pay interest actually earned on the Deposit prior to such deposit or other disbursement. The Escrow Agent may rely, and shall be protected in acting or refraining from acting, upon any written notice, instruction, consent or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, and the Escrow Agent may assume that the person signing the same holds the office indicated and is duly authorized to act on behalf of the party for whom he or she is acting. In performing its obligations hereunder, the Escrow Agent may conclusively presume that any officer of any party hereto has full power and authority to instruct the Escrow Agent on behalf of that party, unless written notice to the contrary is delivered to the Escrow Agent prior to its reliance on such presumption. The Escrow Agent may rely upon any order, judgment, certification, demand or other writing delivered to it without being required to determine the propriety or validity of the service thereof or the jurisdiction of any court. In the event of any dispute or doubt as to the genuineness of a Disbursement Notice or an Objection Notice, the Escrow Agent shall continue to hold the Deposit until otherwise directed by either: (i) joint written instructions from Purchaser and Seller; or, (ii) a court order binding on the Escrow Agent which has not been stayed or vacated.
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Actions of Escrow Agent. When Buyer and Seller have delivered the items described above, the Escrow Agent shall: (1) Prepare the Closing Statement and obtain signed copies from Seller and Buyer. (2) Record the Deed. (3) Deliver the balance of the Purchase Price in Current Funds to Seller, net of Seller’s costs, fees, and prorates. (4) Issue and deliver the Title Policy to Buyer. 6.
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Actions of Escrow Agent. On the Closing Date, provided that Escrow Agent has received each of the items described in Section 8.2 and 8.3 and subject to satisfaction of all conditions precedent set forth herein (unless otherwise waived in writing by the party for whose benefit such condition precedent exists), Escrow Agent shall take the following actions in the order indicated below: (a) Deliver to Seller, in immediately available funds, the Adjusted Gross Purchase Price; (b) Cause the Title Company to issue to Hotel Owner within ten (10) days after Closing the Title Policy; (c) Consolidate the executed counterparts of the Seller Membership Interests Assignment, the Replacement Management Agreement, the Restated Operating Agreement, the Operating Lease, and such other documents as are delivered pursuant to Sections 8.2 and 8.3 or otherwise and deliver to each party thereto two (2) duplicate original counterparts of each such fully executed document; and (d) Deliver to Purchaser the original FIRPTA Certificate executed by Seller.
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Actions of Escrow Agent. On the Closing Date, provided that Escrow Agent has received each of the items described in Section 8.2 and 8.3 and confirmation from Sellers and Purchasers that the deliveries contemplated by Section 8.4 have occurred or have otherwise been waived, Escrow Agent shall take the following actions in the order indicated below: (a) Deliver to each Seller, in immediately available funds, the Adjusted Allocated Price for such Seller's HdC interest, less an amount equal to such Seller's Percentage Share of the Indemnification Escrow Amount; (b) Deposit the amounts withheld from each Seller's Adjusted Allocated Price pursuant to Section 8.5(a) into the Indemnification Escrow which shall be administered by Escrow Agent subject to the terms and conditions of the Indemnification Escrow Agreement; (c) Cause the Title Company to issue to Purchaser within ten (10) days after Closing the Title Policy; (d) Consolidate the executed counterparts of the HdC Interest Assignments, the Indemnification Escrow Agreement and the Transaction Documents and deliver to each party thereto two (2) duplicate original counterparts of each such fully executed document; and (e) Deliver to Purchaser the original FIRPTA Certificate executed by each Seller.
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Actions of Escrow Agent. The Escrow Agent is a depository only, and shall not be responsible or liable for the sufficiency or correctness as to form, manner of execution or validity of any instrument deposited with it. The Escrow Agent may assume, in the absence of manifest evidence to the contrary, that all signatures appearing on executed documents are genuine and valid. The Escrow Agent shall have no liability for actions taken by it in accordance with any notice, certificate, request or instruction given to it in accordance with and pursuant to this Agreement. In the event that conflicting claims or demands with respect to the Escrow Fund are made, or if Peregrine or the Seller Agent disputes any instruction given by the other, the Escrow Agent may, without liability to any party and after giving notice of such conflicting demands to Peregrine and the Seller Agent, withhold performance until such conflicting claims have been resolved in accordance with this Agreement. If any controversy arises between Peregrine and the Seller Agent, Peregrine and any Seller or Partner, or Peregrine, the Sellers, and any third person, the Escrow Agent shall not be required to determine the controversy or to take any action with respect to the controversy, and the Escrow Agent in its discretion may suspend taking any action until such controversy has been resolved in accordance with this Agreement. The Escrow Agent shall have no liability to any party in the event it suspends taking action due to a controversy.
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Actions of Escrow Agent. On the Closing Date, provided that Escrow Agent has received each of the items described in Section 8.2 and 8.3 and confirmation from Sellers and Purchasers that the deliveries contemplated by Section 8.4 have occurred or have otherwise been waived, Escrow Agent shall take the following actions in the order indicated below: (a) Deliver to each Seller, in immediately available funds, the Allocated HdC Interest Adjusted Price for such Seller's HdC Interest; (b) Consolidate the executed counterparts of the HdC Interest Assignments and deliver to each party thereto two (2) duplicate original counterparts of each such fully executed document; and (c) Deliver to Purchaser the original FIRPTA Certificate executed by each Seller.
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Related to Actions of Escrow Agent

  • Duties of Escrow Agent Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Escrow Agent. (a) The duties and responsibilities of the Escrow Agent shall be limited to those expressly set forth in this Escrow Agreement and the Escrow Agent shall not be subject to, nor obligated to recognize, any other agreements between the Corporation, Underwriter and any Subscriber. (b) The duties of the Escrow Agent are only such as are herein specifically provided and such duties are purely ministerial in nature. The Escrow Agent's primary duty shall be to keep custody of and safeguard the Escrow Fund during the period of the escrow, to invest monies held in the Escrow Fund in accordance with Section 2 hereof and to make disbursements from the Escrow Fund in accordance with Section 4 hereof. (c) The Escrow Agent shall be under no obligations in respect of the Escrow Fund other than to faithfully follow the instructions herein contained or delivered to the Escrow Agent in accordance with this Escrow Agreement. The Escrow Agent may rely and act upon any written notice, instruction, direction, request, waiver, consent, receipt or other paper or document which it in good faith believes to be genuine and what it purports to be and the Escrow Agent shall be subject to no liability with respect to the form, execution or validity thereof. If, in the opinion of the Escrow Agent, the instructions it receives are ambiguous, uncertain or in conflict with any previous instructions or this Escrow Agreement, then the Escrow Agent is authorized to hold and preserve intact the Escrow Fund pending the settlement of any such controversy by final adjudication of a court or courts of proper jurisdiction. (d) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it, in good faith, or for any mistake of fact or law, or for anything which it may in good faith do or refrain from doing in connection herewith, unless caused by its willful misconduct or gross negligence. The Corporation shall indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, damages, liabilities and expenses, including reasonable attorneys' fees, which may be imposed upon the Escrow Agent or incurred by the Escrow Agent in connection with its acceptance of the appointment as Escrow Agent hereunder or the performance of its duties hereunder, unless the Escrow Agent is determined to have committed an intentional wrongful act or to have been grossly negligent with respect to its duties under this Escrow Agreement. (e) The Escrow Agent shall return to the Corporation any sums delivered to the Escrow Agent pursuant to this Escrow Agreement for which the Escrow Agent has not received release instructions pursuant to Section 4 hereof, and as to which four years have passed since delivery. (f) The Escrow Agent may consult with, and obtain advice from, legal counsel (which may not be counsel to the Corporation) in the event of any dispute or questions as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability in acting in good faith in accordance with the written opinion and instructions of such counsel. The fees for consultation with such counsel shall be paid by the Corporation. (g) Reference in this Escrow Agreement to the Registration Statement is for identification purposes only, and its terms and conditions are not thereby incorporated herein.

  • Expenses of Escrow Agent Except as set forth in Section 11 the Company shall reimburse Escrow Agent for all of its reasonable out-of-pocket expenses, including attorneys' fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. All of the compensation and reimbursement obligations set forth in this Section shall be payable by the Company, upon demand by Escrow Agent. The obligations of the Company under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

  • Disbursement of Escrow Funds (a) Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents: (i) Minimum Offering Notice; (ii) Subscription Accounting substantiating the fulfillment of the Minimum Offering; (iii) Instruction Letter; and (iv) such other certificates, notices or other documents as NCPS may reasonably require; provided that NCPS shall not be obligated to disburse the liquidated value of the Escrow Funds to Issuer if NCPS has reason to believe that (A) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (B) any of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall promptly disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer’s request for closing via NCPS’s online portal and (2) Issuer’s written verification that the subscriptions therefor are in good order. Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, “Law”), including, without limitation, NACHA’s operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in any account. (b) No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (i) from Issuer Party that Issuer Party intends to reject a Subscriber’s subscription; (ii) from Issuer Party that there will be no closing of the sale of Securities to Subscribers; (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied; or (iv) from the SEC or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least 20 days, NCPS shall pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. (c) Notwithstanding anything to the contrary contained herein, if NCPS shall not have received an Instruction Letter on or before the Expiration Date or the Termination Date (as defined below), subject to Section 5, NCPS shall, within three Business Days after such Expiration Date or Termination Date and receipt from Subscriber of any required payment instructions, and without any further instruction or direction from Issuer Party, pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information. (d) Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such payment or return to Subscriber as outlined in this Section 4, including, without limitation, updated payment information in the event a payment or return to Subscriber for any reason cannot be made by the same method as received by NCPS.

  • Appointment of Escrow Agent The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

  • Indemnification of Escrow Agent From and at all times after the date of this Agreement, the parties jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Investor hereunder in writing, and the and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Investor and/or the Company shall be required to pay such fees and expense if (a) the Investor or the Company agree to pay such fees and expenses, or (b) the Investor and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Investor and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party the Company and/or the Investor and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Investor. The Investor and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Company and/or the Investor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of the Escrow Agent shall be independent of any obligation of Escrow Agent.