Common use of Joint Instructions to Escrow Agent Clause in Contracts

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.

Joint Instructions to Escrow Agent. Not later than the Escrow Closing Date, Company Buyer and Transferor Seller shall execute and deliver to Escrow Agent a joint direction letter in the form attached annexed hereto as Exhibit 7.7L, which shall be irrevocable, (a) listing with specificity all items delivered by Company Buyer and/or Transferor Seller pursuant to Sections 7.4 and 7.5 hereof (including including, without limitation, (x) the Transfer Value, balance of the Purchase Price and (y) the aggregate amount of Asset Sales Proceeds) (all such items items, together with the Deposit, collectively referred to herein as the "Escrowed Items") and (b) setting forth irrevocable instructions from Company Buyer and Transferor Seller 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 (A) the Transfer Value Purchase Price shall be delivered to the Surviving Corporation (as defined in the Merger Agreement) or to such account as the Surviving Corporation may designatedesignate and (B) the aggregate amount of Asset Sales Proceeds shall be delivered to Buyer) 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.

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.

Joint Instructions to Escrow Agent. Not later than the Escrow ---------------------------------- Closing Date, Company Buyer and Transferor Seller shall execute and deliver to Escrow Agent a joint direction letter in the form attached annexed hereto as Exhibit 7.7L, which shall be irrevocable, (a) listing with specificity all items delivered by Company Buyer and/or Transferor Seller pursuant to Sections 7.4 and 7.5 hereof (including including, without limitation, --- --- (x) the Transfer Value, balance of the Purchase Price and (y) the aggregate amount of Asset Sales Proceeds) (all such items items, together with the Deposit, collectively referred to herein as the "Escrowed Items") and (b) setting forth irrevocable -------------- instructions from Company Buyer and Transferor Seller 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 (A) the Transfer Value Purchase Price shall be delivered to the Surviving Corporation (as defined in the Merger Agreement) or to such account as the Surviving Corporation may designatedesignate and (B) the aggregate amount of Asset Sales Proceeds shall be delivered to Buyer) 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.