Instructions to Escrow Agent Clause Samples

Instructions to Escrow Agent. (a) Each Issuer and the Trustee hereby irrevocably instruct the Escrow Agent to: (i) maintain all of the Collateral free and clear of all liens, security interests, safekeeping or other charges, demands and claims against Escrow Agent of any nature whatsoever now or hereafter existing, in favor of anyone other than the Trustee; (ii) promptly notify the Trustee if Escrow Agent becomes aware that any person other than the Trustee has a lien or security interest upon any portion of the Collateral (other than any claim which Escrow Agent may have against the Interest Escrow Account for unpaid fees and expenses); and (iii) immediately disburse all funds held in the Interest Escrow Account to the Trustee and transfer title to all Marketable Securities held by Escrow Agent hereunder to the Trustee upon written notice by the Trustee to Escrow Agent that as a result of an Event of Default under the Indenture, the indebtedness represented by the Notes has been accelerated and has become due and payable. (b) Any money and Marketable Securities collected by the Trustee pursuant to Section 6(a)(iii) shall be applied as provided in Section 6.10 of the Indenture. (c) Upon demand, the Issuers will execute and deliver to the Trustee such instruments and documents as the Trustee may reasonably deem necessary or advisable to confirm or perfect the rights of the Trustee under this Agreement and the Trustee's interest in the Collateral. The Trustee will take all necessary action within its power to preserve and protect the security interest created hereby as a lien and encumbrance upon the Collateral. (d) Each Issuer hereby appoints the Trustee as its attorney-in-fact with full power of substitution to do any act which such Issuer is obligated hereto to do, except that the Trustee shall not direct the investment of any monies on deposit in the Interest Escrow Account, and the Trustee may exercise such rights as each Issuer may exercise with respect to the Collateral and take any action in each Issuer's name to protect the Trustee's security interest hereunder.

Instructions to Escrow Agent. The City hereby irrevocably instructs the Escrow Agent to make the payments of interest and principal with respect to the Prior Special Tax Bonds, without default, and to call and redeem the remaining outstanding Prior Special Tax Bonds on March 1, 2020. The Escrow Agent, as Prior Fiscal Agent, is hereby authorized and directed and agrees to mail the notice required, substantially in the form set forth in Exhibit “A” attached hereto, pursuant to the Prior Fiscal Agent Agreement with respect to the call and redemption of the remaining outstanding Prior Special Tax Bonds, and to take such other action as is required by the Prior Fiscal Agent Agreement with respect to the call and redemption of the Prior Special Tax Bonds. On the date of delivery of funds hereunder, the Escrow Agreement shall cause to be delivered a notice of defeasance in the form set forth in Exhibit D attached hereto and in the manner described in the Prior Fiscal Agent Agreement.

Instructions to Escrow Agent. The Indemnifying Party hereby covenants and agrees that at any time the Indemnifying Party is obligated to indemnify a Indemnitee for Damages under this Article XI and such Damages are to be paid out of the Escrow Shares, if requested by Parent, Indemnifying Party shall execute and deliver to the Escrow Agent written instructions pursuant to the Escrow Agreement to release to the Indemnitee such portion of the Indemnity Deposit as is necessary to indemnify the Indemnitee for such Damages.

Instructions to Escrow Agent. Upon the final determination of the Closing Net Working Capital, the Purchaser and the Company agree to prepare, execute and deliver joint written instructions to the Escrow Agent (pursuant to the terms of the Adjustment Escrow Agreement) with respect to the distribution of the entire Adjustment Escrow Fund.

Instructions to Escrow Agent. Seller hereby covenants and agrees that at any time ▇▇▇▇▇▇ ▇▇ or becomes obligated to indemnify a Buyer Indemnified Party for Buyer Indemnified Costs under this Article XI, Seller will execute and deliver to the Escrow Agent written instructions to release to the Buyer Indemnified Party such portion of the Holdback Amount as is necessary to indemnify the Buyer Indemnified Party for such Buyer Indemnified Costs.

Instructions to Escrow Agent. All instructions received by the Escrow Agent from TAS must be signed by an officer of TAS and of LJH. All instructions received by the Escrow Agent from TIMCO must be signed by an officer of TIMCO.

Instructions to Escrow Agent. Purchaser and Seller each hereby agrees to instruct the Escrow Agent to apply the amounts in the Escrow Account in accordance with Section 1.5 and each acknowledges and agrees that the Escrow Account shall only be used as provided herein and shall not be used for any other purposes whatsoever.

Instructions to Escrow Agent. Instructions given to the Escrow Agent pursuant to this Agreement shall be given by duly authorized signatories of the respective Parties hereto.

Instructions to Escrow Agent. If either Seller or Purchaser becomes entitled to the E▇▇▇▇▇▇ Money upon termination of this Agreement in accordance with its terms, Purchaser and Seller agree to deliver a letter of instruction to the Escrow Agent directing disbursement of the E▇▇▇▇▇▇ Money to the party entitled thereto.