To Escrow Agent Sample Clauses

The "To Escrow Agent" clause defines the responsibilities and instructions directed to the escrow agent in a transaction. It typically outlines how the escrow agent should receive, hold, and disburse funds or documents according to the terms agreed upon by the parties involved. For example, it may specify the conditions under which the escrow agent is authorized to release funds to a seller or return them to a buyer. This clause ensures that the escrow agent acts impartially and in accordance with the contract, thereby providing security and trust for both parties by safeguarding assets until all contractual obligations are met.
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To Escrow Agent. If Purchaser elects to extend the Closing Date in accordance with the provisions set forth in Paragraph 8.1, Purchaser shall deliver an additional deposit in the amount of One Million and 00/100 Dollars ($1,000,000.00) (the “Third Deposit”) to Escrow Agent prior to the expiration of the Extended Closing Notice Deadline (as defined in Paragraph 8.1). The First Deposit, Second Deposit and Third Deposit, if any, are herein collectively referred to as the “Deposit”. Escrow Agent shall deliver an executed escrow letter to Seller’s counsel acknowledging receipt of the Deposit upon receipt of payment. The Deposit shall be held by Escrow Agent in escrow as ▇▇▇▇▇▇▇ money pursuant to the escrow agreement in the form attached hereto as Exhibit C, to be entered into among Seller, Purchaser and Escrow Agent (the “▇▇▇▇▇▇▇ Money Escrow Agreement”), and delivered to Escrow Agent concurrently with the Deposit. If Purchaser terminates this Agreement pursuant to the Due Diligence Contingency in accordance with Section, 4.1.1, the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4.
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To Escrow Agent. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇, Esq. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Savannah, Georgia 31401 e-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
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To Escrow Agent. With a copy to: To Purchaser: With a copy to (which shall not constitute notice):
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To Escrow Agent. Except for the Licensee Fee payment of $250,000.00 and 100,000 shares of YPNT stock which Escrow Agent shall transfer to Licensor as indicated in 2.1.1(iii) above, Escrow Agent shall not distribute any funds paid on the account of Licensor contemplated in 2.1.1.(iv) above without also transferring the YPNT shares to Telco.
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To Escrow Agent. Freightplus (Australia) Pty Ltd, of ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (Seller)
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To Escrow Agent. At or before the Closing, there shall be delivered to the Escrow Agent: 8.3.1 The Escrow Agreement, and 8.3.2 Those amounts determined pursuant to paragraph 2.4 which are required to be delivered to the Escrow Agent, and 8.3.3 All other items reasonably requested by Escrow Agent.
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To Escrow Agent. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Lawyers Title Insurance Corporation ▇▇ ▇. ▇▇▇▇▇▇▇▇ Street Chicago, IL 60603 Phone Number: (▇▇▇)▇▇▇-▇▇▇▇, Ext. 3017 Facsimile Number: (▇▇▇)▇▇▇-▇▇▇▇
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To Escrow Agent. Any failure by Buyer to make the Base Building Deposit and the HVAC and LEED Related Changes Estimates in accordance with the terms of this Agreement shall constitute an automatic termination of this Agreement by Buyer. Upon any such automatic termination, all further rights and obligations of the parties under this Agreement shall terminate, except those obligations which expressly survive termination.
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To Escrow Agent. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Any Party may modify his/its notice address under the Agreement by sending a notice of the new address to all other parties in compliance with this notice provision. Any notice referred to in this Agreement shall be written and shall be timely served on all other Parties to this Agreement.
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Related to To Escrow Agent

  • Direction to Escrow Agent The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement.

  • Notice to Escrow Agent Documents will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following: Computershare Investor Services Inc. ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attn: General Manager, Emerging Issuer Solutions Email: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

  • Delivery to Escrow Agent You may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent: (a) a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination any share certificates or other evidence of the escrow securities and a completed and executed cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the depositary, and any other documentation specified or provided by you and required to be delivered to the depositary under the business combination; and (b) any other information concerning the business combination as the Escrow Agent may reasonably request.

  • The Escrow Agent To induce the Escrow Agent to act hereunder, it is further agreed by the Buyer and the Seller that: (a) The Escrow Agent shall not be under any duty to give the Escrowed Property held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any Escrowed Property held hereunder except as directed in this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. (b) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any agreement among the other parties hereto except this Agreement. (c) The Escrow Agent shall not be liable, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the Buyer and the Seller shall, severally and not jointly, indemnify and hold harmless the Escrow Agent (and any successor escrow agent) from and against one-half of any and all losses, liabilities, claims, actions, damages, and expenses, including reasonable attorneys' fees and disbursements, arising out of and in connection with this Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrowed Property or any loss of interest incident to any such delays. This Section 5(c) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (d) The Escrow Agent shall be entitled to rely in good faith upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder in accordance with the terms hereof without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it in good faith to be genuine and may assume that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (e) The Escrow Agent may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted in good faith in accordance with such advice. (f) The Escrow Agent does not have any interest in the Escrowed Property deposited hereunder but is serving as escrow holder only and has only possession thereof. The Buyer and the Seller shall each pay or reimburse the Escrow Agent upon request for one-half of any transfer taxes or other taxes relating to the Escrowed Property incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from the Escrow Account shall be subject to withholding regulations therein in force with respect to United States taxes. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income earned on investment of the Escrowed Property and is not responsible for any other reporting. This Section 5(f) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (g) The Escrow Agent makes no representation as to the validity, value, genuineness or the collectability of any security or other document or instrument held by or delivered to it. (h) The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. (i) The Escrow Agent (and any successor escrow agent) may at any time resign as such by delivering the Escrowed Property and Interest, if any, to any successor escrow agent jointly designated by the Buyer and the Seller in writing or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent will take effect on the date (the "Resignation Date") which is the earlier to occur of: (i) the date a successor is appointed (including a court of competent jurisdiction) or (ii) the date which is 30 days after the date of delivery of its written notice of resignation to the other parties hereto. Upon the appointment of a successor escrow agent, such successor escrow agent shall deliver written notice to the Buyer and the Seller on the appointment of such successor escrow agent. If at the Resignation Date the Escrow Agent has not received a designation of a successor escrow agent, the Escrow Agent's sole responsibility after the Resignation Date shall be to safekeep the Escrowed Property and Interest, if any, until receipt of a designation of successor escrow agent or a joint written disposition instruction by the other parties hereto. (j) The Escrow Agent shall have no responsibility for the contents of any writing of any third party contemplated herein as a means to resolve disputes and may rely without any liability upon the contents thereof. (k) In the event of any disagreement between the Buyer and the Seller resulting in adverse claims or demands being made in connection with the Escrowed Property and Interest, if any, or in the event that the Escrow Agent in good faith is in doubt as to what action it should take hereunder, the Escrow Agent shall be entitled to retain the Escrowed Property and Interest, if any, until the Escrow Agent shall have received (i) a Final Determination (as defined in Section 3(b) and accompanied by the opinion of counsel referred to in Section 3(b)) directing delivery of the Escrowed Property and Interest, if any, or (ii) a written agreement executed by the Buyer and the Seller directing delivery of the Escrowed Property and Interest, if any, in which event the Escrow Agent shall disburse the Escrowed Property and Interest, if any, in accordance with such Final Determination or agreement. The Escrow Agent shall act on such Final Determination or agreement without further question. (l) The compensation of the Escrow Agent (as payment in full) for the services to be rendered by the Escrow Agent hereunder shall be the amount of $2,500 for the initial year paid by the Buyer at the time of execution of this Agreement and $2,000 annually thereafter, together with reimbursement for all reasonable expenses, disbursements and advances incurred or made by the Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel). All fees and expenses of the Escrow Agent hereunder shall be paid by the Buyer. Any fees or expenses of the Escrow Agent or its counsel which are not paid as provided for herein may be taken from any property held by the Escrow Agent hereunder. (m) No prospectuses, press releases, reports and promotional material or other similar materials which mentions the Escrow Agent's name or the rights, powers, or duties of the Escrow Agent shall be issued by the other parties hereto or on such parties' behalf unless the Escrow Agent shall first have given its specific written consent thereto. (n) The other parties hereto authorize the Escrow Agent, for any securities held hereunder, to use the services of any United States central securities depository it deems appropriate, including, but not limited to, the Depository Trust Company and the Federal Reserve Book Entry System.

  • Escrow Agent Prior to entering into an escrow agreement, the Registry Operator must provide notice to ICANN as to the identity of the Escrow Agent, and provide ICANN with contact information and a copy of the relevant escrow agreement, and all amendments thereto. In addition, prior to entering into an escrow agreement, Registry Operator must obtain the consent of ICANN to (a) use the specified Escrow Agent, and (b) enter into the form of escrow agreement provided. ICANN must be expressly designated as a third-­‐party beneficiary of the escrow agreement. ICANN reserves the right to withhold its consent to any Escrow Agent, escrow agreement, or any amendment thereto, all in its sole discretion.