Appointment of Escrow Agent; Investment Sample Clauses

Appointment of Escrow Agent; Investment. The Escrow Agent is hereby appointed by the parties hereto to act as the Escrow Agent, and agrees to receive, hold, administer and deliver the Investor’s purchase price (the “Investment”) for the common stock and Series A preferred shares (collectively, the “Shares”) in accordance with the terms of this Agreement. Simultaneous with the execution and delivery of this Agreement, the Investor is sending the Escrow Agent the Investment, either in accordance with the wire instructions attached hereto or by check, made payable to Xxxxx Xxxxx & Associates, as escrow agent for ReXit Inc., mailed or sent by courier to Xxxxx Xxxxx & Associates, 0 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, XX 00000.
Sample 1
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Appointment of Escrow Agent; Investment. The Escrow Agent agrees to act as escrow agent subject to the terms and conditions set forth herein and, as such, to establish an appropriate segregated account designated as the “ASARCO INC - AMC ESC XXXX# 0, Xxxxxxx Xx. 000000” (the “Escrow Account”). The Escrow Agent shall cause the SCC Shares transmitted to it by or on behalf of the Plan Sponsor to be held in the Escrow Account in accordance with Section 3 hereof. The Escrow Agent shall maintain accurate records of all transactions made in the Escrow Account. Promptly after the termination of the Escrow Account, or as may be reasonably requested by the Plan Sponsor before such termination, the Escrow Agent shall provide the Plan Sponsor with the complete copy of accurate records of all transactions in the Escrow Account. Each such statement shall be deemed to be correct and final upon receipt thereof by the Plan Sponsor unless the Escrow Agent is notified in writing to the contrary within thirty (30) days of such receipt. The Authorized Plan Sponsor Representatives (as defined below) shall also have access to such books and records at all reasonable times during normal business hours upon reasonable notice to the Escrow Agent. The Escrow Agent shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement; provided, however, that the Escrow Agent shall exercise reasonable care in the discharge of its duties and the custody of the SCC Shares held in the Escrow Account under this Escrow Agreement. The duties, responsibilities and obligations of the Escrow Agent shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Escrow Agent shall not be subject to, nor required to comply with, any other agreement (i) between or among any or all of any Plan Sponsor and any holder of a Claim, Demand or Interest (each such term as defined in the Plan; and all holders of Claims, Demands and Interests, other than the Plan Sponsor and its subsidiaries and affiliates other than the Debtors (as defined in the Plan, the “Debtors”), referred to herein collectively as the “ASARCO Creditors”), or (ii) to which any Plan Sponsor or ASARCO Creditor is a party, even though reference thereto m...
Sample 1

Related to Appointment of Escrow Agent; Investment

  • Appointment of Escrow Agent The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

  • Investment of Escrow Account The Escrow Agent shall deposit funds received from purchasers in the Escrow Account, which shall be a non-interest-bearing bank account at SunTrust Bank.

  • Investment of Escrowed Funds Upon collection of each check by the Escrow Agent, the Escrow Agent shall invest the funds in deposit accounts or certificates of deposit which are fully insured by the Federal Deposit Insurance Corporation or another agency of the United States government, short-term securities issued or fully guaranteed by the United States government, federal funds, or such other investments as the Escrow Agent and the Company shall agree. The Company shall provide the Escrow Agent with instructions from time to time concerning in which of the specific investment instruments described above the Escrowed Funds shall be invested, and the Escrow Agent shall adhere to such instructions. Unless and until otherwise instructed by the Company, the Escrow Agent shall by means of a "Sweep" or other automatic investment program invest the Escrowed Funds in blocks of $1,000 in federal funds. Interest and other earnings shall start accruing on such funds as soon as such funds would be deemed to be available for access under applicable banking laws and pursuant to the Escrow Agent's own banking policies.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.

  • Appointment of the Escrow Agent The Escrow Agent is hereby designated and appointed to act as escrow agent in accordance with the terms and conditions of this Agreement, and the Escrow Agent hereby accepts such designation and appointment.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Duties of Escrow Agent (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

  • Resignation and Removal of Escrow Agent Escrow Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) days' prior written notice to the parties or may be removed, with or without cause, by the parties, acting jointly, by furnishing a Joint Written Direction to Escrow Agent, at any time by the giving of ten (10) days' prior written notice to Escrow Agent as provided herein below. Upon any such notice of resignation or removal, the representatives of the Investor(s) and the Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $10,000,000.00. Upon the acceptance in writing of any appointment of Escrow Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent's resignation or removal, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Escrow Agreement. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow Funds to the successor Escrow Agent, after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the retiring Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder.

  • Resignation of Escrow Agent (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer.

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