Joint Direction Sample Clauses
The Joint Direction clause establishes that certain actions or decisions under the agreement require the mutual consent or instruction of both parties. In practice, this means that neither party can unilaterally direct or authorize specific activities—such as the release of funds, amendments to terms, or the initiation of particular processes—without the express agreement of the other. This clause ensures balanced control and prevents one party from acting independently in matters that affect both, thereby promoting fairness and reducing the risk of unilateral decisions that could disadvantage either side.
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Joint Direction. Notwithstanding any other provi▇▇▇▇ ▇▇ this Part 4, but subject to an applicable award or decision of an arbitrator pursuant to ss.5.4, the Escrow Agent may act in accordance with a written direction executed by both Imagis and Nazerali amending the procedures set forth in this Part 4 or the E▇▇▇▇▇ ▇▇ent's duties under this Agreement. Right to Use Following Release
Joint Direction. Notwithstanding any other provision of this Agreement, the Escrow Agent shall promptly deliver all or any part of the Escrow Property in accordance with the terms of a Joint Direction. For the purpose of this Escrow Agreement, a “Joint Direction” means written instructions executed by Parent Exhibit C-4 and the Stockholder Representative directing the Escrow Agent to disburse all or a portion of the Escrow Property or to take or refrain from taking an action under this Escrow Agreement.
Joint Direction. Notwithstanding any other provision of this Agreement, the Escrow Agent shall promptly deliver all or any part of the Escrow Funds in accordance with the terms of a Joint Direction, unless a final order of a court of competent jurisdiction prohibits the Escrow Agent from complying with the terms thereof. Any amount distributed pursuant to this Section 1.3.4 shall be deducted from the Escrow Account.
Joint Direction. Notwithstanding anything contained herein to the contrary, Purchaser and Seller may jointly direct the Escrow Agent, in writing, to perform any action contemplated herein, and upon receipt of such joint direction, the Escrow Agent shall act in compliance therewith and have no liability to Purchaser, Seller or any third party beneficiary for such act.
Joint Direction. Except as otherwise provided in this Section 2, the Escrow Agent is authorized to disburse the Escrow Deposit only in accordance with instructions set forth in any written letter of direction executed by both Purchaser and Seller.
Joint Direction. The Escrow Agent will give instructions to the Issuing Bank or take other actions with respect to the Letter of Credit, and make disbursements from the Escrow Fund, in accordance with any written directions received by the Escrow Agent which are jointly executed by the Seller and Buyer or which are provided by the Arbitration Panel pursuant to Section 8(b), upon receipt of such directions or at any later time specified in such directions. Such directions will supersede any prior related Dispute Notice.
Joint Direction. Notwithstanding anything else in this Escrow Agreement, the Escrow Agent may at any time release all or any portion of the Escrowed Funds from escrow in accordance with the terms of, and upon receipt of, a joint direction executed by each of AuRico and Endeavour.
Joint Direction. Joint Direction" shall mean a notice from, and executed by each of, Amcast, Italco and the Shareholders to the Escrow Agent directing the Escrow Agent to take a specified action.
Joint Direction. Notwithstanding the other provisions of this Section 5, if at any time Buyer and the Seller jointly execute and deliver written instructions in substantially the form of Exhibit A attached hereto (a “Joint Direction”), the Escrow Agent shall disburse from the applicable Escrow Account the amounts referred to in such Joint Direction in accordance with the instructions contained therein. The Seller and Buyer will in good faith deliver a Joint Direction upon any mutual agreement that any amounts are owed from the applicable Escrow Account pursuant to the terms of the Purchase Agreement, including pursuant to final determination of any Purchase Price adjustment pursuant to the terms of Section 3.1(b) of the Purchase Agreement.
Joint Direction the Company and Escrowee hereby acknowledge and agree that, except as otherwise expressly provided in this Escrow Agreement, Escrowee shall not disburse, remit or pay all or any portion of the holdings in the Escrow to any party, except upon the joint direction of both ______ and the Company.