Discharge of the Escrow Agent Clause Samples

The "Discharge of the Escrow Agent" clause defines the conditions and procedures under which the escrow agent is formally released from their duties and obligations under the agreement. Typically, this occurs once the agent has fulfilled all responsibilities, such as transferring funds or documents to the appropriate parties as specified in the escrow instructions. The clause may also outline any required notifications or documentation to confirm the agent's discharge. Its core practical function is to provide clarity and legal certainty regarding the end of the escrow agent's role, thereby protecting the agent from future liability related to the escrow arrangement.
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Discharge of the Escrow Agent. The Escrow Agent agrees that Purchaser and Sellers may, by mutual agreement at any time, remove the Escrow Agent as escrow agent hereunder, and substitute a bank or trust company therefor, in which event, upon receipt of written notice thereof, equal payment by Purchaser and Sellers of any accrued but unpaid fees due the Escrow Agent and reimbursement of the Escrow Agent's other fees and expenses from the Escrow Fund in accordance with Section 3.1 hereof, the Escrow Agent shall account for and deliver to such substituted escrow agent the Escrow Fund held by it, and the Escrow Agent shall thereafter be discharged from all liability hereunder.
Discharge of the Escrow Agent. The Escrow Agent agrees that AvantGo ----------------------------- and the Stockholders' Representative may, by mutual agreement at any time, remove the Escrow Agent as escrow agent hereunder, and substitute a bank or trust company therefor, in which event, upon receipt of written notice thereof, payment by AvantGo of any accrued but unpaid fees due the Escrow Agent and reimbursement of the Escrow Agent's other fees and expenses from the Escrow Fund in accordance with Section 3.4 hereof, the Escrow Agent shall account for and deliver to such substituted escrow agent the Escrow Fund held by it, and the Escrow Agent shall thereafter be discharged from all liability hereunder.
Discharge of the Escrow Agent. Upon the delivery of all of the subject matter or monies pursuant to the terms of this Escrow Agreement, the duties of the Escrow Agent shall terminate and the Escrow Agent shall be discharged from any further obligation hereunder.
Discharge of the Escrow Agent. The Escrow Agent agrees that the Buyer and Leonard and Norman may, by mutual written agreement at any time, re▇▇▇▇ ▇▇e Esc▇▇▇ ▇▇ent, and substitute therefor a bank or trust company, in which event, upon receipt of written notice thereof, payment by the Company of any accrued but unpaid fees due the Escrow Agent and reimbursement of the Escrow Agent's other fees and expenses, the Escrow Agent shall deliver the Escrowed Shares to such substituted escrow agent, and the Escrow Agent shall thereafter be discharged from all liability hereunder except for any liability resulting from the Escrow Agent's willful misconduct or gross negligence.
Discharge of the Escrow Agent. Upon delivery of all of the Escrow Funds pursuant to the terms of Section ‎4 above or to a successor escrow agent in accordance with Section ‎5(e), the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and all final arbitration awards and, if it shall so comply or obey, it shall not be liable to any other Person by reason of such compliance or obedience.
Discharge of the Escrow Agent. The Escrow Agent agrees that SYBRON and the LRS Representatives may, by mutual written agreement at any time upon thirty (30) days written notice, remove the Escrow Agent as escrow agent hereunder, and substitute a bank or trust company therefor, in which event, upon receipt of written notice thereof and payment of any accrued but unpaid fees or expenses due the Escrow Agent, the Escrow Agent shall account for and deliver to such substituted escrow agent the Escrow Fund held by it, and the Escrow Agent shall thereafter be discharged from all liability hereunder.
Discharge of the Escrow Agent. The Target Stockholders Representative may at any time remove the Escrow Agent as escrow agent hereunder, and substitute a bank or trust company therefor, in which event, upon receipt of written notice thereof and payment out of the Escrow Fund of any accrued but unpaid amounts due the Escrow Agent hereunder, the Escrow Agent shall account for and deliver to such substituted escrow agent the Escrow Fund held by it, and the Escrow Agent shall thereafter be discharged from all liability hereunder.
Discharge of the Escrow Agent. The Escrow Agent agrees that MCF and Ascend may, by mutual written agreement at any time upon 30 days written notice, remove the Escrow Agent as escrow agent hereunder, and substitute a bank or trust company therefor, in which event, upon receipt of written notice thereof and payment of any accrued but unpaid fees or expenses due the Escrow Agent, the Escrow Agent shall account for and deliver to such substituted escrow agent the Escrowed Stock held by it, and the Escrow Agent shall thereafter be discharged from all liability hereunder.
Discharge of the Escrow Agent. Medicis and the Target Stockholders Representative may, by mutual agreement at any time, remove the Escrow Agent as escrow agent hereunder, and substitute a bank or trust company therefor, in which event, upon receipt of written notice thereof and payment by each of Medicis and the Target Stockholders Representative of one-half of any accrued but unpaid amounts due the Escrow Agent hereunder, the Escrow Agent shall account for and deliver to such substituted escrow agent the Escrow Fund held by it, and the Escrow Agent shall thereafter be discharged from all liability hereunder.

Related to Discharge of the Escrow Agent

  • Discharge of Escrow Agent The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.

  • Discharge of Liens If any mechanic’s, laborer’s or materialman’s lien (other than a lien arising out of any work performed by the FCRHA) at any time shall be filed in violation of the obligations of Tenant pursuant to Section 15.01 against the Premises or any part thereof or the Project or any part thereof, or, if any public improvement lien created or permitted to be created by Tenant shall be filed against any assets of, or funds appropriated to, the FCRHA, Tenant, within forty-five (45) days after notice of the filing thereof shall cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such lien to be discharged of record within the period aforesaid, and if such lien shall continue for an additional ten (10) days after notice by the FCRHA to Tenant, then, in addition to any other right or remedy, the FCRHA may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event, the FCRHA shall be entitled, if the FCRHA so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by the FCRHA, including all reasonable costs and expenses incurred by the FCRHA in connection therewith, together with interest thereon at the Involuntary Rate, from the respective dates of the FCRHA’s making of the payment or incurring of the costs and expenses, shall constitute Additional Costs and shall be paid by Tenant to the FCRHA within ten (10) days after demand. Notwithstanding the foregoing provisions of this Section 15.02, Tenant shall not be required to discharge (and the FCRHA shall not pay or discharge) any such lien if Tenant is in good faith contesting the same and has furnished a cash deposit or a security bond or other such security reasonably satisfactory to the FCRHA in an amount sufficient to pay such lien with interest and penalties.

  • Discharge of Agreement 7.5.1 If the Developer fails to complete the development after seven (7) years from the date of execution of this Agreement, the Municipality may review this Agreement, in whole or in part, and may: (a) retain the Agreement in its present form; (b) negotiate a new Agreement; or (c) discharge this Agreement.

  • Discharge of Indenture When (a) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (b) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.

  • Discharge of Liabilities Liabilities of the Partnership include amounts owed to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.