Appointment of an Escrow Agent Sample Clauses

Appointment of an Escrow Agent. The Estate and the Assessor hereby appoint ▇▇▇▇▇▇ Agent as escrow agent hereunder and ▇▇▇▇▇▇ Agent ▇▇▇▇▇▇ accepts such appointment and agrees to be bound by the terms hereof. The Estate and the Assessor agree that the Escrow Agent is not the agent of either the Estate or the Assessor in this regard.
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Appointment of an Escrow Agent. The parties shall appoint Maitre Thierry Assant-Lechevallier, notary, who participates herein and agrees to act as the Escrow Agent for the funds corresponding to the price mentioned above. The Escrow Agent shall hold in escrow the funds until they become available to the Vendor after the completion of the legal formalities. The Vendor shall not receive the funds being held in escrow until he proves that there is no encumbrance upon the assets sold or objection to the payment of the price. Furthermore, he may collect the price only upon evidence of the performance of his tax obligations, and of payment of any taxes relating to the operation of the business and sales taxes. Upon completion of his assignment, the Escrow Agent may deliver to the Vendor, without the presence of the Purchaser, either the full price in the event that there has been no encumbrance or objection, or the amount remaining after the payment of debts and costs.
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Appointment of an Escrow Agent. (a) In the event that the initial Secured Party shall have assigned any portion of the initial Note to one or more assignees and the Company shall have issued an additional Note or Notes to such assignees, then the then Holders of the Notes may appoint an agent to hold the Pledge Materials on behalf of the Holders (in such capacity, the “Escrow Agent”), by a supplement to this agreement executed by such Holders and such Escrow Agent, and to perform the obligations of the Secured Party hereunder with respect to Pledge Materials on behalf of the Secured Party as may be specified in such supplement. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, as so supplemented, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. Escrow Agent thereby shall agree to release the Pledged Materials and any other property held by it hereunder (the “Escrowed Property”) in accordance with the terms and conditions set forth in this Agreement. (b) The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner, and execution, or validity of any instrument deposited in this escrow, nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the safekeeping of the Escrowed Property, and for the disposition of the same in accordance with this Agreement. Escrow Agent shall not be deemed to have knowledge of any matter or thing unless and until Escrow Agent has actually received written notice of such matter or thing and Escrow Agent shall not be charged with any constructive notice whatsoever. (c) Escrow Agent shall hold in escrow, pursuant to this Agreement, the Escrowed Property actually delivered and received by Escrow Agent hereunder, but Escrow Agent shall not be obligated to ascertain the existence of (or initiate recovery of) any other property that may be part or portion of the Collateral, or to become or remain informed with respect to the possibility or probability of additional Colla...
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Related to Appointment of an Escrow Agent

  • Appointment of the Escrow Agent Purchaser and Seller hereby appoint the Escrow Agent to serve as escrow agent hereunder and to hold the Escrow Fund (as defined herein) in accordance with the terms, conditions and provisions of this Agreement. The Escrow Agent hereby accepts such appointment and agrees to perform all duties which are expressly set forth in this Agreement and to hold, invest, disburse and apply the Escrow Fund (as defined below) in accordance with the terms and conditions of this Agreement.

  • Appointment of and Acceptance by Escrow Agent The Investor(s) and the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest and disburse the Escrow Funds in accordance with this Agreement. a. The Company hereby acknowledges that the Escrow Agent is counsel to the Investor(s) in connection with the transactions contemplated and referred herein. The Company agrees that in the event of any dispute arising in connection with this Escrow Agreement or otherwise in connection with any transaction or agreement contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Investor(s) and the Company will not seek to disqualify such counsel.

  • Appointment of Administrative Agent (a) Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent or attorney-in-fact and the Related Parties of the Administrative Agent, any such sub-agent and any such attorney-in-fact and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. (b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided, that the Issuing Bank shall have all the benefits and immunities (i) provided to the Administrative Agent in this Article with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.

  • 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.

  • Appointment of Agent GE Capital is hereby appointed to act on behalf of all Lenders as Agent under this Agreement and the other Loan Documents. The provisions of this Section 9.2 are solely for the benefit of Agent and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Except as expressly set forth in this Agreement and the other Loan Documents, Agent shall not have any duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries or any Account Debtor that is communicated to or obtained by GE Capital or any of its Affiliates in any capacity. Neither Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. If Agent shall request instructions from Requisite Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Requisite Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so refraining. Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan Document, (b) if such action would, in the opinion of Agent, expose Agent to Environmental Liabilities or (c) if Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Requisite Lenders or all affected Lenders, as applicable.