Instructions to the Escrow Agent Clause Samples
The "Instructions to the Escrow Agent" clause defines the specific directions and authority given to the escrow agent regarding the handling, release, and management of funds or documents held in escrow. Typically, this clause outlines the conditions under which the escrow agent is to act, such as requiring written instructions from both parties or specifying events that trigger the release of escrowed assets. By clearly delineating the escrow agent's responsibilities and the procedures to follow, this clause ensures that the escrow process is conducted transparently and reduces the risk of disputes between the parties.
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Instructions to the Escrow Agent. All orders, requests, and instructions by the Beneficiary to the Escrow Agent will be in writing and signed by the Beneficiary’s authorized representative (in accordance with EGLE delegation authority). The Escrow Agent shall act and, in so acting, will be fully protected if acting in accordance with such orders, requests, and instructions. The Escrow Agent will have no duty to act in the absence of such orders, requests, and instructions from the Beneficiary, except as provided for herein.
Instructions to the Escrow Agent. All orders, requests, and instructions by the Beneficiary or the Grantor to the Escrow Agent will be in writing, signed by the Beneficiary or (as applicable) the Grantor, and the Escrow Agent shall act, and in so acting, will be fully protected if acting in accordance with such orders, requests, and instructions. The Escrow Agent will have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Grantor or the Beneficiary hereunder has occurred. The Escrow Agent will have no duty to act in the absence of such orders, requests, and instructions from the Beneficiary, except as provided for herein.
Instructions to the Escrow Agent. Notwithstanding any provision herein to the contrary, the Escrow Agent shall at any time and from time to time take such additional actions hereunder with respect to the Escrow Amount as shall be agreed to in writing by the Parent and the Stockholders' Representative. In the performance of its duties hereunder, the Escrow Agent may rely on any document reasonably believed by it to be genuine.
Instructions to the Escrow Agent. Escrow Agent shall not accept instructions regarding the funds in the Escrow Account or the Rights Offering other than from an authorized representative of Cygnet. Erne▇▇ ▇. ▇▇▇▇▇▇, ▇▇, ▇▇ic ▇. ▇▇▇▇▇▇▇ ▇▇▇ Stev▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ currently the authorized representatives of Cygnet. Cygnet may notify Escrow Agent in writing of the designation of any substitute or additional authorized representative. Escrow Agent shall be entitled to rely on the written instructions of any authorized representative or of any substitute.
Instructions to the Escrow Agent. 9.1. The Escrow Agent shall proceed to transfer the full ownership of all or part of the Escrow Funds as follows:
(i) If the Escrow Agent receives a letter, substantially in the form set forth in Exhibit II to this Agreement, purportedly signed by Buyer and Sellers' Representative, with signatures and legal status duly certified by notary public, describing the amount of Escrow Funds to be released, then within 96 hours after the Escrow Agent receives such letter the Escrow Agent will release such amount as directed in such letter.
(ii) The Escrow Agent will release to Sellers' Representative on December 1, 1997 the Escrow Funds in excess of $__________ then on deposit in the Escrow Account.
(iii) If the Escrow Agent has not released all of the Escrow Funds 12 months after the Effective Date, then at that time the Escrow Agent will release the remainder of the Escrow Funds to Sellers' Representative.
(iv) The Escrow Agent will release all interest accrued on the Escrow Funds to Buyer and Sellers' Representative at the time of the final release of Escrow Funds under this Section 9.1, and such release of accrued interest will be made to Buyer and Sellers' Representative in proportion to the cumulative amount of the portion of the Escrow Funds released to them.
9.2. With respect to the procedures described in Section 9.1, the Escrow Agent does not and will not incur any liability whatsoever for the release of the Escrow Funds so long as the Escrow Agent complies with such procedures, in which case any such liability will be borne by the applicable Parties. ARTICLE TEN: CONFIDENTIALITY This Agreement, the operations contemplated hereunder and all such information related to such operations as the Escrow Agent may obtain in the performance of its duties are strictly confidential and must be kept secret; they may only be used by the Escrow Agent, its directors, officers, employees, agents and legal counsels for the purpose of this Agreement. Accordingly, the Escrow Agent must have the proper commitments from its directors, officers, employees, agents and external advisors. This section will not apply to or limit any Party's ability to make public announcements or disclosures as it may consider necessary or appropriate pursuant to the reporting requirements of U.S.A. securities laws or other applicable law, and will not limit Buyer's ability to disclose this Agreement in connection with sales of assets or joint ventures or financing arrangements of Buyer or its a...
Instructions to the Escrow Agent. All orders, requests, and instructions by the Beneficiary to the Escrow Agent will be in writing, signed by the Beneficiary, and the Escrow Agent shall act, and in so acting, will be fully protected if acting in accordance with such orders, requests, and instructions. The Escrow Agent will have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Beneficiary hereunder has occurred. The Escrow Agent will have no duty to act in the absence of such orders, requests, and instructions from the Beneficiary, except as provided for herein. The Escrow Agent shall only take instructions from the Beneficiary and not the Grantor.
Instructions to the Escrow Agent. In the event that: (1) SOFS delivers to the Escrow Agent a certificate of its president and corporate secretary stating that the Reorganization has been approved by SOFS's shareholders, as provided in the Reorganization Agreement, and that they believe that the conditions precedent to SOFS's and the Boyds's obligations, as described in Section 5 of the Agreement, have been satisfied and (2) TSEC delivers to the Escrow Agent a certificate of its president and corporate secretary stating that they believe that the conditions precedent to its and the TSEC Shareholders' obligations, as described in Section 6 of the Reorganization Agreement, have been satisfied:
4.1 The Escrow Agent shall do the following on the Closing Date in the following order:
a. Date the SOFS Resignation of Keith Boyd described in paragraph 3.1 above and place it in the corporate record book of SOFS.
b. Deliver to Keith Boyd the documents describe▇ ▇▇ ▇▇▇▇▇raph 3.2 above.
c. Date and place in the c▇▇▇▇▇▇▇▇ record book of SOFS the releases of all liabilities owed by SOFS to each of the Boyds, as described in paragraph 3.3 above.
d. Date and place in the corporate record book of SOFS the document described in paragraph 3.4 above reflecting the release of SOFS of all liabilities owed to persons other than the Boyds and the assumption by SOFS Sub of all pre-closing liabilities of SOFS.
e. Cancel the SOFS Sub certificate evidencing the ownership by SOFS of all the interest in SOFS Sub. Date and deliver to the Boyds the certificates described in paragraph 3.5(1) above and date and place in the company record book the certificates described in paragraph 3.5 (2) and (3) above.
f. Date and place in the corporate record book of SOFS the "Written Action of Directors" described in paragraph 3.6 above.
g. Date and place in the corporate record book of SOFS the SOFS Resignations of Gene Boyd, Fred Parker Boyd and L▇▇ ▇▇▇▇▇▇r d▇▇▇▇▇▇▇▇ ▇n paragraph 3.1 above.
h. Place in the corporate record book of SOFS the list of post-reorganization directors and officers of SOFS described in paragraph 3.1.1 above.
i. [deleted].
j. Place in the corporate record book of SOFS the TSEC stock certificates and stock powers described in paragraph 3.8 above.
k. Place in a file of the Escrow Agent, for the purposes of the Lockup Agreement, the SOFS common stock certificates described in paragraph 3.9 above and mail to each of the persons that executed a Lockup Agreement a copy of his or her stock certificates so placed. Date...
Instructions to the Escrow Agent. All orders, requests, and instructions from the licensee to the escrow agent shall be in writing, signed by such persons as are signatories to this agreement, or such other designees as the licensee or the Radiation Protection Section may designate in writing. All orders, requests, and instructions from the Radiation Protection Section shall be in writing, signed by the designees of the Radiation Protection Section. The escrow agent shall be fully protected in acting in accordance with such orders, requests, and instructions. The escrow agent shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the licensee or the Radiation Protection Section under this agreement has occurred. The escrow agent shall have no duty to act in the absence of such orders, requests, and instructions from the licensee and/or the Radiation Protection Section, except as provided in this agreement.
Instructions to the Escrow Agent. Each party undertakes to give all such instructions to the Escrow Agent as may be necessary to give effect to the terms of this Agreement.
Instructions to the Escrow Agent. Escrow Agent shall not accept instructions regarding the funds in the Escrow Account or the Offering other than from an authorized representative of the Company. ______________________________________ is currently the authorized representative of the Company. The Company may notify Escrow Agent in writing of the designation of any substitute or additional authorized representative. Escrow Agent shall be entitled to rely on the written instructions of any authorized representative or of any substitute.