Dolan. Each party h▇▇▇▇▇ ▇▇▇, ▇▇▇m time to time, change the addr▇▇▇ ▇▇ ▇▇▇ch notices to it are to be delivered or mailed hereunder by notice in accordance herewith to the other parties. 13. This Agreement shall be governed by the laws of the State of Texas as to both interpretation and performance without regard to the conflict of laws rules thereof. 14. The provisions of this Agreement shall be binding upon the legal representatives, successors, and assigns of the parties hereto. 15. The Company and the Dealer Manager hereby acknowledge that Wells Fargo Bank Iowa, National Association is serving as Escrow Agen▇ ▇▇▇y for the limited purposes herein set forth, and hereby agree that they will not represent or imply that, by serving as Escrow Agent hereunder or otherwise, have investigated the desirability or advisability of investment in the Company or have approved, endorsed, or passed upon the merits of the Stock or the Company, nor shall they use the name of the Escrow Agent in any manner whatsoever in connection with the offer or sale of the Stock other than by acknowledgment that is has agreed to serve as Escrow Agent for the limited purposes herein set forth. 16. This Agreement and any amendment hereto may be executed by the parties hereto in one or more counterparts, each of which shall be deemed to be an original. 17. Except as otherwise required for subscription funds received from Pennsylvania Subscribers and Nebraska Subscribers as provided herein, in the event that the Escrow Agent receive instruments of payment after the Required Capital has been received and the proceeds of the Escrow Account have been distributed to the Company, the Escrow Agent is hereby authorized to deposit such instruments of payment within one (1) business day to any deposit account as directed by the Company. The application of said funds into a deposit account or to forward such funds directly to the Company, in either case directed by the Company shall be a full acquittance to the Escrow Agent, who shall not be responsible for the application of said funds thereafter. 18. The Escrow Agent shall be bound only by the terms of this Escrow Agreement and shall not be bound by or incur any liability with respect to any other agreements or understanding between any other parties, whether or not the Escrow Agent has knowledge of any such agreements or understandings. 19. Indemnification provisions set forth herein shall survive the termination of this Agreement. 20. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void, or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect. 21. Unless otherwise provided in this Agreement, final termination of this Escrow Agreement shall occur on the date that all funds held in the Escrow Account and the Pennsylvania/Nebraska Escrow Account are distributed either (a) to the Company or to Subscribers pursuant to paragraph 3 hereof or (b) to a successor escrow agent upon written instructions from the Company.
Appears in 1 contract
Dolan. Each party h▇he▇▇▇▇ ▇▇▇, ▇▇▇m ▇ time to time, change the addr▇▇▇ ▇▇ ▇▇▇ch notices to it are to be delivered or mailed hereunder by notice in accordance herewith to the other parties.
13. This Agreement shall be governed by the laws of the State of Texas as to both interpretation and performance without regard to the conflict of laws rules thereof.
14. The provisions of this Agreement shall be binding upon the legal representatives, successors, and assigns of the parties hereto.
15. The Company Partnership and the Dealer Manager hereby acknowledge that Wells Fargo Bank Iowa, National Association is serving as Escrow Agen▇ ▇▇▇y for the limited purposes herein set forth, and hereby agree that they will not represent or imply that, by serving as Escrow Agent hereunder or otherwise, have investigated the desirability or advisability of investment in the Company Partnership or have approved, endorsed, or passed upon the merits of the Stock Units or the CompanyPartnership, nor shall they use the name of the Escrow Agent in any manner whatsoever in connection with the offer or sale of the Stock Units other than by acknowledgment that is has agreed to serve as Escrow Agent for the limited purposes herein set forth.
16. This Agreement and any amendment hereto may be executed by the parties hereto in one or more counterparts, each of which shall be deemed to be an original.
17. Except as otherwise required for subscription funds received from Pennsylvania Subscribers, Nebraska Subscribers and Nebraska New York Subscribers as provided herein, in the event that the Escrow Agent receive instruments of payment after the Required Capital has been received and the proceeds of the Escrow Account have been distributed to the CompanyPartnership, the Escrow Agent is hereby authorized to deposit such instruments of payment within one (1) business day to any deposit account as directed by the CompanyPartnership. The application of said funds into a deposit account or to forward such funds directly to the CompanyPartnership, in either case directed by the Company Partnership, shall be a full acquittance to the Escrow Agent, who shall not be responsible for the application of said funds thereafter.
18. The Escrow Agent shall be bound only by the terms of this Escrow Agreement and shall not be bound by or incur any liability with respect to any other agreements or understanding between any other parties, whether or not the Escrow Agent has knowledge of any such agreements or understandings.
19. Indemnification provisions set forth herein shall survive the termination of this Agreement.
20. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void, or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.
21. Unless otherwise provided in this Agreement, final termination of this Escrow Agreement shall occur on the date that all funds held in the Escrow Account and Account, the Pennsylvania/Nebraska Escrow Account and the New York Escrow Account are distributed either (a) to the Company Partnership or to Subscribers and the Partnership has informed the Escrow Agent in writing to close the Escrow Account, the Pennsylvania/Nebraska Escrow Account and the New York Escrow Account pursuant to paragraph 3 hereof or (b) to a successor escrow agent upon written instructions from the CompanyPartnership.
Appears in 1 contract
Sources: Escrow Agreement (Behringer Harvard Mid Term Value Enhancement Fund I Lp)
Dolan. Each party h▇▇▇▇▇ ▇▇▇, ▇▇▇m time to time, change the addr▇▇▇ ▇▇ ▇▇▇ch notices to it are to be delivered or mailed hereunder by notice in accordance herewith to the other parties.
13. This Agreement shall be governed by the laws of the State of Texas as to both interpretation and performance without regard to the conflict of laws rules thereof.
14. The provisions of this Agreement shall be binding upon the legal representatives, successors, and assigns of the parties hereto.
15. The Company and the Dealer Manager hereby acknowledge that Wells Fargo Bank Iowa, National Association N.A. is serving as Escrow Agen▇ Agent only for the l▇▇▇y for the limited ▇▇d purposes herein set forth, and hereby agree that they will not represent or imply that, by serving as Escrow Agent hereunder or otherwise, have investigated the desirability or advisability of investment in the Company or have approved, endorsed, or passed upon the merits of the Stock or the Company, nor shall they use the name of the Escrow Agent in any manner whatsoever in connection with the offer or sale of the Stock other than by acknowledgment that is has agreed to serve as Escrow Agent for the limited purposes herein set forth.
16. This Agreement and any amendment hereto may be executed by the parties hereto in one or more counterparts, each of which shall be deemed to be an original.
17. Except as otherwise required for subscription funds received from Pennsylvania Subscribers Investors and Nebraska Subscribers New York Investors as provided herein, in the event that the Escrow Agent receive instruments of payment after the Required Capital has been received and the proceeds of the Escrow Account have been distributed to the Company, the Escrow Agent is hereby authorized to deposit such instruments of payment within one (1) business day to any deposit account as directed by the Company. The application of said funds into a deposit account or to forward such funds directly to the Company, in either other case directed by the Company shall be a full acquittance to the Escrow Agent, who shall not be responsible for the application of said funds thereafter.
18. The Escrow Agent shall be bound only by the terms of this Escrow Agreement and shall not be bound by or incur any liability with respect to any other agreements or understanding between any other parties, whether or not the Escrow Agent has knowledge of any such agreements or understandings.
19. Indemnification provisions set forth herein shall survive the termination of this Agreement.
20. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void, or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.
21. Unless otherwise provided in this Agreement, final termination of this Escrow Agreement shall occur on the date that all funds held in the Escrow Account and the Pennsylvania/Nebraska Escrow Account are distributed either (a) to the Company or to Subscribers pursuant to paragraph 3 hereof or (b) to a successor escrow agent upon written instructions from the Company.
22. The Escrow Agent has no responsibility for accepting, rejecting, or approving subscriptions.
23. This Agreement shall not be modified, revoked, released, or terminated unless reduced to writing and signed by all parties hereto, subject to the following paragraph. If, at any time, any attempt is made to modify this Agreement in a manner that would increase the duties and responsibilities of the Escrow Agent or to modify this Agreement in any manner which the Escrow Agent shall deem undesirable, or at any other time, the Escrow Agent may resign by providing written notice to the Company and until (a) the acceptance by a successor escrow agent as shall be appointed by the Company; or (b) thirty (30) days after such written notice has been given, whichever occurs sooner, the Escrow Agent's only remaining obligation shall be to perform its duties hereunder in accordance with the terms of the Agreement.
24. The Escrow Agent may resign at any time from its obligations under this Escrow Agreement by providing written notice to the Company. Such resignation shall be effective on the date specified in such notice which shall be not less than thirty (30) days after such written notice has been given. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent.
25. The Escrow Agent may be removed for cause by the Company by written notice to the Escrow Agent effective on the date specified in such written notice. The removal of the Escrow Agent shall not deprive the Escrow Agent of its compensation earned prior to such removal.
Appears in 1 contract
Dolan. Each party h▇▇▇▇▇ ▇▇▇, ▇▇▇m time to time, change the addr▇▇▇ ▇▇ ▇▇▇ch notices to it are to be delivered or mailed hereunder by notice in accordance herewith to the other parties.
13. This Agreement shall be governed by the laws of the State of Texas as to both interpretation and performance without regard to the conflict of laws rules thereof.
14. The provisions of this Agreement shall be binding upon the legal representatives, successors, and assigns of the parties hereto.
15. The Company Partnership and the Dealer Manager hereby acknowledge that Wells Fargo Bank Iowa, National Association is serving as Escrow Agen▇ ▇▇▇y for the limited purposes herein set forth, and hereby agree that they will not represent or imply that, by serving as Escrow Agent hereunder or otherwise, have investigated the desirability or advisability of investment in the Company Partnership or have approved, endorsed, or passed upon the merits of the Stock Units or the CompanyPartnership, nor shall they use the name of the Escrow Agent in any manner whatsoever in connection with the offer or sale of the Stock Units other than by acknowledgment that is has agreed to serve as Escrow Agent for the limited purposes herein set forth.
16. This Agreement and any amendment hereto may be executed by the parties hereto in one or more counterparts, each of which shall be deemed to be an original.
17. Except as otherwise required for subscription funds received from Pennsylvania Subscribers and Nebraska New York Subscribers as provided herein, in the event that the Escrow Agent receive instruments of payment after the Required Capital has been received and the proceeds of the Escrow Account have been distributed to the CompanyPartnership, the Escrow Agent is hereby authorized to deposit such instruments of payment within one (1) business day to any deposit account as directed by the CompanyPartnership. The application of said funds into a deposit account or to forward such funds directly to the CompanyPartnership, in either case directed by the Company Partnership, shall be a full acquittance to the Escrow Agent, who shall not be responsible for the application of said funds thereafter.
18. The Escrow Agent shall be bound only by the terms of this Escrow Agreement and shall not be bound by or incur any liability with respect to any other agreements or understanding between any other parties, whether or not the Escrow Agent has knowledge of any such agreements or understandings.
19. Indemnification provisions set forth herein shall survive the termination of this Agreement.
20. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void, or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.
21. Unless otherwise provided in this Agreement, final termination of this Escrow Agreement shall occur on the date that all funds held in the Escrow Account, the Pennsylvania Escrow Account and the Pennsylvania/Nebraska New York Escrow Account are distributed either (a) to the Company Partnership or to Subscribers pursuant to paragraph 3 hereof or (b) to a successor escrow agent upon written instructions from the CompanyPartnership.
Appears in 1 contract
Sources: Escrow Agreement (Behringer Harvard Short Term Opportunity Fund I Lp)