Escrow Agent Instructions Sample Clauses

Escrow Agent Instructions. The provisions of this Section 11 shall constitute the joint instructions of the Parties to the Closing Office.
Sample 1
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Escrow Agent Instructions. The Escrow Agent shall not permit any transfer of funds from the Partnership unless such transfer complies with one of the following (section numbers below refer to the same section numbers in the Partnership Agreement to which this Schedule is appended and capitalized terms shall have the meaning defined in such Partnership Agreement):
Sample 1
Escrow Agent Instructions. The terms and conditions set forth in this Agreement shall constitute both an agreement between Seller and Buyer and instructions for the Escrow Agent. If there is any conflict or inconsistency between this Agreement and any separate or additional instructions required by Escrow Agent (“Additional Instructions”), this Agreement shall prevail and govern. The Additional Instructions shall not modify or amend the provisions of this Agreement unless otherwise expressly set forth by mutual written instructions or consent of Buyer and Seller.
Sample 1
Escrow Agent Instructions. An instruction letter to the Escrow Agent instructing the Escrow Agent to (i) release the Cash Purchase Price and Three Million Four Hundred Thousand Dollars ($3,400,000) of the Stock Purchase Price to Telxon, (ii) release the Shares to FED, and (iii) hold the remaining number of shares constituting the Stock Purchase Price pursuant to the terms and conditions of this Agreement and the Escrow Agreement; and
Sample 1
Escrow Agent Instructions. Lender hereby authorizes Borrower to instruct First Western Trust Bank (“FWTB”), in its capacity as escrow holder and Escrow Agent pursuant to the Escrow and Account Control Agreement between Borrower and FWTB dated as of October 12, 2011, to transfer the Reinvested Note Payments to the account of Borrower at FWTB.
Sample 1
Escrow Agent Instructions. (a) Centra's instructions to the Exchange Agent shall include an instruction to retain and withhold from the Merger Consideration an amount equal to the Escrow Amount as defined in Section 2.1
Sample 1
Escrow Agent Instructions. In the event that any notice or written instruction to the Escrow Agent described in Section 9.6 of the Purchase Agreement requires such notice or written instruction to only be provided by one party (the “Notice Provider”), but the similar notice or written instruction to the Escrow Agent in the Escrow Agreement requires such notice or written instruction to be provided jointly by both the Seller Representative and Buyer, the party as between the Seller Representative and Buyer that is not the Notice Provider shall, promptly (but in any event within three (3) Business Days) after receiving notice from the Notice Provider of such notice or written instruction, provide the Escrow Agent with joint written instructions consistent with the notice or written instruction which the Notice Provider was entitled to provide pursuant to Section 9.6 of the Purchase Agreement.
Sample 1
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Related to Escrow Agent Instructions

  • Transfer Agent Instructions The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent 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 Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Buyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

  • Investment Instructions If (a) the Financial Institution has not received a Secured Party Order for the investment of funds in a Collateral Account by 11:00 a.m. New York time (or another time agreed to by the Financial Institution) on the Business Day before a Payment Date or (b) the Financial Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Financial Institution will invest and reinvest funds in the Collateral Account according to the last investment instruction received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received.

  • Payment Instructions Agent shall have received written instructions from Borrowing Agent directing the application of proceeds of the initial Advances made pursuant to this Agreement;

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