Joint Instructions to Escrow Agent Sample Clauses

The "Joint Instructions to Escrow Agent" clause defines the process by which both parties must provide unified, written directions to the escrow agent regarding the handling, release, or disposition of escrowed funds or documents. In practice, this means that the escrow agent will only act upon instructions that are mutually agreed upon and jointly delivered by the parties involved, ensuring that neither party can unilaterally direct the escrow agent. This clause is essential for maintaining fairness and mutual control over the escrowed assets, preventing unauthorized or premature release and thereby protecting the interests of all parties.
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Joint Instructions to Escrow Agent. Contemporaneous with the execution hereof, Purchaser and the Shareholder Representative shall issue joint written instructions to the Escrow Agent in substantially the form of Exhibit “A” attached hereto (the “Instructions”).
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Joint Instructions to Escrow Agent. Not later than the Escrow Closing Date, Company and Transferor shall execute and deliver to Escrow Agent a joint direction letter in the form attached hereto as Exhibit 7.7, which shall be irrevocable, (a) listing with specificity all items delivered by Company and/or Transferor pursuant to Sections 7.4 and 7.5 hereof (including the Transfer Value, all such items collectively referred to herein as the "Escrowed Items") and (b) setting forth irrevocable instructions from Company and Transferor to the effect that (x) immediately following the filing by Escrow Agent of the Articles of Merger with respect to the Merger with the Department of State of the State of Florida or the receipt of notice by Escrow Agent that such filing has occurred, the Escrowed Items shall be promptly delivered by Escrow Agent to the party entitled to same (including, without limitation, that the Transfer Value shall be delivered to Surviving Corporation or to such account as Surviving Corporation may designate) as set forth in such joint direction letter, (y) if this Agreement has been terminated pursuant to Section 9.1 hereof, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously deposited same with Escrow Agent and (z) if the Tender Offer Expiration Date does not occur on or prior to the third Business Day after the Escrow Closing Date, the Escrowed Items shall be promptly delivered by Escrow Agent to the party which had previously deposited same with Escrow Agent.
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Joint Instructions to Escrow Agent. ▇▇▇▇▇ and Seller hereby instruct the Escrow Agent to comply with the joint instructions set forth on Schedule 9.1 concerning the handling of ▇▇▇▇▇▇▇ Money.
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Joint Instructions to Escrow Agent. The undersigned parties, Newfield Exploration Company and Newfield Exploration Gulf Coast LLC (collectively, “Newfield”) and W&T Offshore, Inc. (“W&T”), direct ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.C. (“Escrow Agent”), pursuant to the terms and provisions of that certain Escrow Agreement, dated October 5, 2012, executed by and among Newfield, W&T and Escrow Agent (the “Agreement”), to transfer all or a portion of the Escrow Amount and/or the Preference Right Documents as follows (all capitalized terms used herein but not defined herein shall be as defined in the Agreement or in the PSA referred to therein):
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Related to Joint Instructions to Escrow Agent

  • Disbursement Instructions Borrower understands that no loan proceeds will be disbursed until all of Bank's conditions for making the loan have been satisfied. Please disburse the loan proceeds as follows: Revolving Line Amount paid to Borrower directly: $ Undisbursed Funds $ Principal $ CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Charges Paid in Cash: $27,500 Loan Fee $TBD Outside Counsel Fees and Expenses (Estimate) $TBD UCC Search Fee $TBD UCC Filing Fee Total Charges Paid in Cash $ AUTOMATIC PAYMENTS. Borrower hereby authorizes Bank automatically to deduct from Borrower's account numbered the amount of any loan payment. If the funds in the account are insufficient to cover any payment, Bank shall not be obligated to advance funds to cover the payment. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO BANK THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO BANK. THIS AUTHORIZATION IS DATED AS OF APRIL 30, 1997. BORROWER: CENTIGRAM COMMUNICATIONS CORPORATION Authorized Officer CORPORATE RESOLUTIONS TO BORROW Borrower: CENTIGRAM COMMUNICATIONS CORPORATION I, the undersigned Secretary or Assistant Secretary of Centigram Communications Corporation (the "Corporation"), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of Incorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof.

  • Special Account Instructions You may request that we facilitate certain trust, will, or court-ordered account arrangements. However, because we do not give legal advice, we cannot counsel you as to which account arrangement most appropriately meets the specific requirements of your trust, will, or court order. If you ask us to follow any instructions that we believe might expose us to claims, lawsuits, expenses, liabilities, or damages, whether directly or indirectly, we may refuse to follow your instructions or may require you to indemnify us or post a bond or provide us with other protection. We may require that account changes requested by you, or any account owner, such as adding or closing an account or service, be evidenced by a signed Account Change Card or other document which evidences a change to an account and accepted by us.

  • SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------

  • Irrevocable Transfer Agent Instructions The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 4.1(d) (or instructions that are consistent therewith) will be given by the Company to its transfer agent in connection with this Agreement, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 4.1(d) will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 4.1(d) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 4.1(d), that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.

  • Wire Transfer Instructions I will wire funds from my outside account according to the “Subscription Instructions” Page. ____ I will wire funds from my Aegis Capital Account. ____The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window.