Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 3 contracts
Sources: Escrow Agreement, Escrow Agreement (Gabelli Go Anywhere Trust), Escrow Agreement (Gabelli Go Anywhere Trust)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyCompany or Underwriter’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Co-Chief Executive Officer, Controller, General Counsel Officer and Chief Financial Officer, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company or Underwriter to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 3 contracts
Sources: Escrow Agreement (Xstream Systems Inc), Escrow Agreement (Xstream Systems Inc), Escrow Agreement (Xstream Systems Inc)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Escrow Shares, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.
Appears in 3 contracts
Sources: Merger Agreement (Abri SPAC I, Inc.), Assurance Escrow Agreement (Abri SPAC I, Inc.), Assurance Escrow Agreement (Abri SPAC I, Inc.)
Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers for authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow AgentAgent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s or the Dealer Manager’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of PresidentManager of the Company’s general partner (for the Company) or [ ] for the Dealer Manager, Chief Executive Officer, Controller, General Counsel and Chief Financial Officeror in each case more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.
Appears in 3 contracts
Sources: Escrow Agreement (Energy 11, L.P.), Escrow Agreement (Energy 11, L.P.), Escrow Agreement (Energy 11, L.P.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyParty A or Party B’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerCEO or CFO, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Party A or Party B to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Syncardia Systems Inc), Asset Purchase Agreement (Syncardia Systems Inc), Asset Purchase Agreement (World Heart Corp)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by the Escrow Agent by facsimilefacsimile or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on schedule 2 hereto ("Schedule 2 hereto2"), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officers, officers (“"Executive Officers”), as ") of the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerAssignee, as the Escrow Agent may select. Such "Executive Officer Officer" shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
. The Escrow Agent may rely solely upon any account numbers or similar identifying numbers provided by the Assignee to identify (ci) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable.
Appears in 2 contracts
Sources: Escrow Agreement (Matlinpatterson LLC), Escrow Agreement (Matlinpatterson LLC)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10IX hereof, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this AgreementIII hereof, may be given to the Escrow Agent only by confirmed facsimile electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile electronic transmission (including e-mail) at the number or e-mail address provided to the Company Escrow Parties by the Escrow Agent in accordance with Section 10 IX hereof and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimileelectronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto1 hereof, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21 hereof, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersEscrow Parties (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may selectbe designated in Schedule 1 hereof. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company Escrow Parties acknowledges that the security procedures Escrow Agent is authorized to deliver the Escrowed Shares to the custodian account or recipient designated by any recipient in writing, provided that such delivery shall be endorsed in writing by ▇▇▇▇.
(d) The Parties understand that the Escrow Agent’s inability to receive or confirm funds transfer instructions may result in a delay in accomplishing such funds transfer, and agree that the Escrow Agent shall not be liable for any loss caused by any such delay.
(e) The Parties certify that the names, titles, telephone numbers, email addresses and specimen signatures set forth in this Section 11 Schedule 1 are commercially reasonablepersons authorized to provide direction and initiate or confirm transactions.
Appears in 2 contracts
Sources: Agreement, Plan of Conversion and Plan of Merger (Mesa Air Group Inc), Escrow Agreement (Mesa Air Group Inc)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Pubco and the Company SPAC Representative by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Pubco and the Company’s executive officersSPAC Representative (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company Each of Pubco and the SPAC Representative acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient jointly designated by Pubco and the SPAC in this Section 11 are commercially reasonablewriting.
Appears in 2 contracts
Sources: Share Escrow Agreement (PS International Group Ltd.), Share Escrow Agreement (AIB Acquisition Corp)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1011, any joint instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described in any Instruction required pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction Instruction for or related to the transfer or distribution of the Escrow AccountEscrowed Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction Instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Company Voyager Stockholders’ Representative by the Escrow Agent in accordance with Section 10 11 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds joint transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to each of the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any each of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of each of ▇▇▇▇▇ ▇▇▇▇▇▇ and Spinco and by an authorized representative of the Company’s executive officersVoyager Stockholders’ Representative (collectively, (the “Executive OfficersDesignated Persons”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Officer Designated Person shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate of its authority to confirm such instructions, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrowed Shares to the custodian account or recipient jointly designated by ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative in this Section 11 are commercially reasonablewriting.
Appears in 2 contracts
Sources: Escrow Agreement (Covetrus, Inc.), Escrow Agreement (HS Spinco, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Escrow Shares, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.
Appears in 2 contracts
Sources: Earnout Escrow Agreement (SRIVARU Holding LTD), Earnout Escrow Agreement (SRIVARU Holding LTD)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountEarnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any reach the Holder Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanySponsor’s or PubCo’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Officer and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of the Holder Representative.
(c) Notwithstanding anything to the contrary herein, the Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice.
(d) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 2 contracts
Sources: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company to_____________ by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of officers of___________ (collectively, the Company’s executive officers, (“Executive "Senior Officers”"), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by_____________ in this Section 11 are commercially reasonablewriting.
Appears in 2 contracts
Sources: Merger Agreement (DFP Healthcare Acquisitions Corp.), Stockholder Support Agreement (DFP Healthcare Acquisitions Corp.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company by ▇▇▇▇ the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) . In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company . Parent acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account or recipient designated by Parent or Stockholder Representative in this Section 11 are commercially reasonablewriting.
Appears in 2 contracts
Sources: Escrow Agreement (Logiq, Inc.), Escrow Agreement (Collective Audience, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or email attachment and no instruction for or related to the transfer or distribution of the Escrow Accountapplicable Fund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or email at the number or email address provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyStockholders’ Representative’s or Parent’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Stockholders’ Representative or Parent to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(c) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Creative Realities, Inc.), Merger Agreement (Creative Realities, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Escrow Shares, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Indemnified Party Representative (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.
Appears in 2 contracts
Sources: Merger Agreement (Abri SPAC I, Inc.), Indemnification Escrow Agreement (Abri SPAC I, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Purchaser and the Stockholder Representative by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersPurchaser (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a receipt of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.
Appears in 2 contracts
Sources: Earnout Share Escrow Agreement (Nuvve Holding Corp.), Share Escrow Agreement (Nuvve Holding Corp.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Joint Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or email and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by email or by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s Parties’ respective executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 2 contracts
Sources: Escrow Agreement (Vericity, Inc.), Escrow Agreement (Federal Life Group, Inc.)
Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Bank or Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Bank and Escrow Agent is authorized are authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Bank and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers for authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Bank and Escrow AgentAgent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s or the Placement Agent’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerPresident or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 above are commercially reasonable. The Bank and Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Bank and Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary’s bank or an intermediary bank designated.
Appears in 2 contracts
Sources: Subscription Escrow Agreement, Subscription Escrow Agreement (Ampio Pharmaceuticals, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountEarnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address.
(b) In the event funds transfer instructions are so received by the Earnout Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to contact any reach the Management Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyPubCo’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of the Management Representative.
(c) Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice.
(d) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 2 contracts
Sources: Business Combination Agreement (StoneBridge Acquisition Corp.), Earnout Escrow Agreement (StoneBridge Acquisition Corp.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsEscrow Shares, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may must be given to the Escrow Agent only by confirmed facsimile or by an e-mail which includes an attached PDF containing a “wet” signature on the applicable instruction notice (a “Qualified E-Mail”) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or Qualified E-Mail at the number or e-mail address provided to the Company Parent or LPHL by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or Qualified E-Mail, the Escrow Agent is authorized to shall seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one officers of Parent or more of LPHL (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 2 contracts
Sources: Escrow Agreement (China Cardiovascular Focus LTD), Escrow Agreement (LPH Investments LTD)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to to, the transfer or distribution of funds, including including, but not limited to, any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to the Written Instructions described in Section 4 of this Agreement4, may must be given to the Escrow Agent only by confirmed facsimile facsimile, and no instruction for for, or related to to, the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall will be deemed delivered and effective unless the Escrow Agent actually shall have has received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 10, and as further evidenced by a confirmed transmittal to that number.
(b) number received by the sender. In the event that funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to must seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 heretoC, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2C, the Escrow Agent is hereby authorized both to receive written instructions from from, and to seek confirmation of such instructions by telephone call-back to to, any one or more of the CompanyBuyer’s or the Sellers’ Representative’s, as applicable, executive officers, (the “Executive Officers”), as the case may be, which shall will include the titles any officer with a title of President, Chief Executive OfficerManaging Director, ControllerVice President, General Counsel and Chief Financial OfficerCounsel, as the Escrow Agent may selectSecretary, or Treasurer. Such Executive Officer shall will deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
Executive Officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Buyer or the Sellers’ Representative, as applicable, to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Company Escrow Agent may apply any of the Escrow Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. Each of the parties to this Agreement acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 2 contracts
Sources: Escrow Agreement (Angiodynamics Inc), Escrow Agreement (Avista Capital Partners GP, LLC)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Escrow Shares, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, , which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.
Appears in 2 contracts
Sources: Merger Agreement (Abri SPAC I, Inc.), Earnout Escrow Agreement (Abri SPAC I, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Purchaser and the Stockholder Representative by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more [officers of the Company’s executive officersPurchaser (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. .] Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a receipt of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.
Appears in 2 contracts
Sources: Share Escrow Agreement (NB Merger Corp.), Earnout Share Escrow Agreement (NB Merger Corp.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 2 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges Founders acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by the Founders in this Section 11 are commercially reasonablewriting.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1011, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountEscrowed Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Escrow Agent in accordance with Section 10 11 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyBuyer’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company Sellers acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrowed Shares to the custodian account or recipient designated by the Sellers in this Section 11 are commercially reasonablewriting. Buyer acknowledges that the Escrow Agent is authorized to deliver the Escrowed Shares to the address provided for notice to Buyer or any address provided in a Claims Notice.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a joint written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number provided to the Company by or e-mail address for the Escrow Agent set forth in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Purchaser and Members’ Representative (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Share Escrow Agreement (BurgerFi International, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Co-Issuers by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyIssuer’s or Sponsor’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Issuer or Sponsor to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated.
(b) Issuer acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Issuer under this Agreement without a verifying call-back as set forth in Section 11(a) above: Issuer’s Bank account information: Bank Name: Bank Address: Routing No.: Account Name: Account No.: Sponsor acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Sponsor under this Agreement without a verifying call-back as set forth in Section 11(a) above: Sponsor’s Bank account information: Bank Name: Bank Address: ABA No.: Account Name: Account No.:
(c) In addition to their respective funds transfer instructions as set forth in Section 11(b) above, the Co-Issuers each acknowledge that repetitive funds transfer instructions may be given to the Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, the Co-Issuers shall each deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Schedule 1, by facsimile in accordance with this Section 11. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent and the Co-Issuers agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of each of the Co-Issuers, without requiring a verifying call-back as set forth in Section 11(a), whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The Company acknowledges Co-Issuers acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 108.11(a), any instructions setting forth, claiming, containing, objecting to, to or in any way related to the transfer or distribution of fundsthe Escrowed Shares or Escrowed Cash, including but not limited to the Written Instructions described any such transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Merger Parties by the Escrow Agent in accordance with Section 10 8.11 and as further evidenced by a confirmed transmittal to that number.
(b) In . Notwithstanding anything to the contrary herein, in the event funds transfer instructions or Shares Transfer Instructions are so received given, whether in writing or by facsimile or otherwise, for the Escrow Agent by facsimileMerger Parties or as repetitive funds transfer instructions or Shares Transfer Instructions for any other beneficiary at the time of execution of this Agreement, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto1 hereto (“Schedule 1”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officers, officers (“Executive Officers”)) of Acquiror or the general partners that ultimately control the Stockholders, as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerSecretary, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
. The Escrow Agent and the beneficiary’s bank in any funds transfer or shares transfer may rely solely upon any account numbers or similar identifying numbers provided by Acquiror or Stockholders to identify (ci) the beneficiary, (ii) the beneficiary’s bank or (iii) an intermediary bank. The Company acknowledges Escrow Agent may apply any funds or any of the Escrowed Shares or Escrowed Cash for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Merger Parties acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1017, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 5 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountEscrowed Funds, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 17 and as further evidenced by a confirmed transmittal to that number.
(b) . In the event funds transfer instructions are so received by the Escrow Agent given, whether in writing or by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 heretoII hereto (“Schedule II”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in on Schedule 2II, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyCompany or the Stockholder Representative’s executive officers, officers (the “Executive Officers”), as which shall include, in the case may beof Stockholder Representative, which shall include those persons with the titles of President, Chief Executive Officer, Controller, General Counsel and or Chief Financial Officer and, in the case of the Company, those persons with the titles of General Counsel or Chief Financial Officer, in each case, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company or the Stockholder Representative to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Escrow Agent may apply any of the Escrowed Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Company and the Stockholder Representative acknowledge that these security procedures are commercially reasonable.
(b) The Company acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Company under this Agreement without a verifying call-back as set forth in Section 24(a) above: The Company’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number: Stockholder Representative acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Stockholder Representative under this Agreement without a verifying call-back as set forth in Section 24(a) above: The Stockholder Representative’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number: The Parties acknowledge that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Paying Agent under this Agreement without a verifying call-back as set forth in Section 24(a) above: The Paying Agent’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number:
(c) In addition to the Paying Agent’s and their respective funds transfer instructions as set forth in Section 24(b) above, the Company or the Stockholder Representative acknowledges that repetitive funds transfer instructions may be given to the Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, the Company or the Stockholder Representative shall deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Schedule II, by facsimile in accordance with Section 24. The Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. The Escrow Agent and the Company acknowledges or the Stockholder Representative agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of the Company or the Stockholder Representative, without requiring a verifying callback, whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The Parties acknowledge that the security procedures set forth in this Section 11 24 are commercially reasonable.
Appears in 1 contract
Sources: Merger Agreement (Polymer Group Inc)
Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 S chedule A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers for authorized to receive call-backs as designated in S chedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow AgentAgent and delivered in accordance with Section 12 above and, if applicable, this Section 13. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyIssuer’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of PresidentGeneral Counsel, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerOfficer or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Assets for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary’s bank or an intermediary bank designated.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Joint Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or email and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by email or by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back call‑back to the person or persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs call‑backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back call‑back to any one or more of the Company’s Parties’ respective executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Escrow Agreement (Positive Physicians Holdings,inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Tuatara by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Tuatara(collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, Secretary, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company Tuatara acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by Tuatara in this Section 11 are commercially reasonablewriting.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, Fund (or any portion thereof) or the Escrow Note, as applicable, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanySeller’s or Buyer’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerPresident, General Counsel and Chief Financial Officerany Vice-President, Treasurer or Secretary, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Seller or Buyer to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Escrow Agreement (Walter Investment Management Corp)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyPurchaser’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Officer and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company Seller acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by Seller in this Section 11 are commercially reasonablewriting. Purchaser acknowledges that the Escrow Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Claims Notice.
Appears in 1 contract
Sources: Escrow Agreement (CytoDyn Inc.)
Security Procedures. (a) Notwithstanding anything If notices, instructions (pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers for authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow AgentAgent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyDepositor’s or Recipient’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Financial Officer, Controller, General Counsel and or more senior thereto, or any person authorized by the Chief Financial OfficerOfficer or General Counsel, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) Executive Officer(s). The Company acknowledges Parties hereby acknowledge and agree that the security procedures set forth in this Section 11 above are commercially reasonable.
(b) The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Parties to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of Escrow Shares for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.
Appears in 1 contract
Sources: Escrow Services Agreement (Aecom)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Payment Account, including but not limited to must be in writing or set forth in PDF, executed by the Written Instructions described appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth in Schedule 1 (each an “Authorized Representative”). Except as provided in Section 4 of this Agreement6 above, may be given to the Escrow Agent only by confirmed facsimile and no instruction from a Party for or related to the transfer or distribution of the Escrow Account, or any portion thereof, Merger Consideration shall be deemed delivered and effective unless the Escrow it shall be in writing executed by an Authorized Representative, and Agent actually shall have received such instruction it on a Business Day by facsimile or as a PDF attached to an email only at the fax number provided to or email address set forth in Section 19 (or for the Company by the Escrow Agent Holders List, as set forth in accordance with Section 10 4), and as further evidenced by a confirmed transmittal to that numbera Party’s transmitting fax number or email address, and Agent has been able to satisfy any applicable security procedures as may be required hereunder. Agent shall not be liable to the Parties, any Company Holder, or other person for refraining from acting upon any instruction from a Party for or related to the transfer or distribution of the Merger Consideration if delivered to any other fax number or email address, including, but not limited to, a valid email address of any employee of Agent.
(b) In the event funds transfer instructions are so received by set forth in a permitted instruction from a Party or the Escrow Agent by facsimileParties, the Escrow Agent is authorized to seek confirmation of such funds transfer instructions by a single telephone call-back to one of the person or persons designated on Schedule 2 heretoAuthorized Representatives, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designatedthat Authorized Representative. The persons and telephone numbers designated for call-backs may be changed only in a writing executed by Authorized Representatives and actually received and acknowledged by the Escrow AgentAgent via facsimile or as a PDF attached to an email. If the Escrow Agent Except as set forth in Section 6 above, no funds will be disbursed until an Authorized Representative is unable able to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of confirm such instructions by telephone call-back to back. Agent, any one or more of the Company’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, intermediary bank and the Escrow Agent beneficiary’s bank in any funds transfer may rely upon the confirmation identifying number of anyone purporting the beneficiary’s bank or any intermediary bank included in a funds transfer instruction provided by a Party and confirmed by an Authorized Representative. Further, the beneficiary’s bank in the funds transfer instructions may make payment on the basis of the account number provided in a Party’s instruction and confirmed by an Authorized Representative even though it identifies a person different from the named beneficiary. Acquiror acknowledges that Agent is authorized to be use the following funds transfer instructions to disburse any such officer.funds due to Acquiror under this Agreement without a verifying call-back: Bank Name: Bank Address: ABA number: Account name: Account number:
(c) The Company acknowledges Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet, and the Parties hereby agree that the Agent is not liable for such risks absent the Agent’s gross negligence or willful misconduct. The Parties acknowledge that these security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything If notices, instructions (pursuant to the contrary as set forth in Section 10a Depositor Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers for authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow AgentAgent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyDepositor’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, ControllerPresident, General Counsel and Chief Financial Officer, Chief Legal Officer or Secretary or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) Executive Officer(s). The Company acknowledges Parties hereby acknowledge and agree that the security procedures set forth in this Section 11 above are commercially reasonable.
(b) The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Parties to identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of Escrow Shares for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary’s bank or an intermediary bank designated.
Appears in 1 contract
Sources: Escrow Services Agreement (First Light Acquisition Group, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent shall not be required to make any disbursements until such representative has been contacted. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Buyer or Seller to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(b) Buyer acknowledges that the Escrow Agent is hereby authorized both to receive written use the following funds transfer instructions from and seek confirmation of such instructions by telephone to disburse any funds due to Buyer under this Agreement without a verifying call-back to any one or more as set forth in Section 11(a) above: Buyer’s Bank account information: Bank name: Bank of the Company’s executive officersAmerica Bank Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ABA number: XXXXXXXXX Account name: Jacobs Technology Account number: XXXXXXXXXX
(“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as c) Seller acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Seller under this Agreement without a verifying call-back as set forth in Section 11(a) above: Seller’s Bank account information: Bank name: JPMorgan Chase Bank, N.A. Bank Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, Detroit, MI 48226 ABA number: XXXXXXXXX Account name: TechTeam Global, Inc. Account number: XXXXXXXXX International wire use: Swift code ▇▇▇▇▇▇▇▇
(d) In addition to their respective funds transfer instructions as set forth in Section 11(b) above, Buyer and Seller acknowledge that repetitive funds transfer instructions may select. Such Executive Officer shall deliver be given to the Escrow Agent a fully executed incumbency certificatefor one or more beneficiaries of Buyer or Seller where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, Buyer and the Seller shall deliver to Escrow Agent such specific Standing Settlement Instructions only for each of their respective beneficiaries as set forth in Schedule 1, by facsimile in accordance with this Section 11. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent, Seller and Buyer agree that such Standing Settlement Instructions shall be effective as the confirmation funds transfer instructions of anyone purporting to be any Buyer or Seller, as applicable, without requiring a verifying call-back as set forth in Section 11(a), whether or not authorized, if such officerStanding Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(ce) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1012, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including including, but not limited to, any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to the Written Instructions described in Section 4 5 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountAmount, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 12 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 3 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Purchaser or the Stockholders’ Representative to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(b) Purchaser acknowledges that the Escrow Agent is unable authorized to contact use the following funds transfer instructions to disburse any funds due to Purchaser under this Agreement without a verifying call-back as set forth in Section 12(a) above: Purchaser’s Bank account information: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ABA: Account Number: For the account of the authorized representatives identified in Schedule 2Groupon, Inc. Stockholders’ Representative acknowledges that the Escrow Agent is hereby authorized both to receive written use the following funds transfer instructions from and seek confirmation of such instructions by telephone to disburse any funds due to the Stockholders’ Representative under this Agreement without a verifying call-back as set forth in Section 12(a) above: Stockholders’ Representative’s Bank account information: Citibank NA ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇ ABA # FBO ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Company Account # For the account of Haligonian Trust Schwab account number
(c) In addition to any one or more of the Company’s executive officerstheir respective funds transfer instructions as set forth in Section 13(b) above, (“Executive Officers”), as the case Purchaser acknowledges that repetitive funds transfer instructions may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver be given to the Escrow Agent a fully executed incumbency certificatefor one or more beneficiaries where only the date of the requested transfer, and the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, Purchaser shall deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Schedule 3, by facsimile in accordance with this Section 13. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent and Purchaser agree that such Standing Settlement Instructions shall be effective as the confirmation funds transfer instructions of anyone purporting to be any Purchaser, without requiring a verifying call-back as set forth in Section 13(a), whether or not authorized, if such officerStanding Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(cd) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 13 are commercially reasonable.
Appears in 1 contract
Sources: Merger Agreement (Groupon, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyPurchaser’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company Sellers’ Representative acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by the Sellers’ Representative in this Section 11 are commercially reasonablewritten. Purchaser acknowledges that the Escrow Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Claims Notice.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10IX hereof, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this AgreementIII hereof, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parent and the Parent Stockholder Representatives by the Escrow Agent in accordance with Section 10 IX hereof and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto1 hereof, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21 hereof, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersParent (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may selectbe designated in Schedule 1 hereof. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company Parent and the Parent Stockholder Representatives acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account or recipient designated by Thunder Power Shareholders in this Section 11 are commercially reasonablewriting, provided that such delivery shall be endorsed in writing by the Parent and the Parent Stockholder Representatives.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a Joint Direction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountConsideration, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number provided to the Company by or e-mail address for the Escrow Agent set forth in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in on Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent and Purchaser (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges Parties acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Consideration to the custodian account of recipient designated by Parent in this Section 11 are commercially reasonablewriting.
Appears in 1 contract
Sources: Escrow Agreement (Ruiz John Hasan)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyBuyer’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company Each Seller acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by Sellers’ Representative in this Section 11 are commercially reasonablewriting. Buyer acknowledges that the Escrow Agent is authorized to deliver the Escrow Asset to the address provided for notice to Buyer or any address provided in a Claims Notice.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a Joint Direction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountConsideration, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number provided to the Company by or e-mail address for the Escrow Agent set forth in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in on Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersGuarantors (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges Parties acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Consideration to the custodian account of recipient designated by the Guarantors in this Section 11 are commercially reasonablewriting.
Appears in 1 contract
Sources: Escrow Agreement (Ruiz John Hasan)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 108, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement3, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountEscrowed Sponsor Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Whole Earth Brands, Inc. (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountEarnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address.
(b) In the event funds transfer instructions are so received by the Earnout Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to contact any reach the Stockholder Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyPubCo’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of the Stockholder Representative.
(c) Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice.
(d) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Earnout Escrow Agreement (Falcon Capital Acquisition Corp.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1012, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to the Written Instructions described in Section 4 Sections 5 or 6 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFunds, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 12 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, which has been executed by the appropriate Party or Parties as evidenced by the signature of the person or persons executing this Agreement or one of their designated persons set forth in Schedule B (each an “Authorized Representative”), Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on such Schedule 2 B hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designatedan Authorized Representative. The A Party may change its respective persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the relevant Party to contact identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. Escrow Agent may apply any of the authorized representatives identified Escrow Funds for any payment order it executes using any such identifying number, even when its use may result in Schedule 2a person other than the beneficiary being paid, or the Escrow Agent transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. No funds will be disbursed until an Authorized Representative is hereby authorized both able to receive written instructions from and seek confirmation of confirm such instructions by telephone callback.
(b) Buyer acknowledges that Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Buyer or to Buyer on behalf of and for the benefit of the Optionholders under this Agreement without a verifying call-back to any one or more of the Companyas set forth in Section 25(a) above: Buyer’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Bank account information: Bank name: Bank address: ABA number: Account name: Account number: Representative acknowledges that Escrow Agent may select. Such Executive Officer shall deliver is authorized to use the Escrow Agent funds transfer instructions indicated in Schedule C to disburse any funds due to Sellers under this Agreement without a fully executed incumbency certificateverifying call-back as set forth in Section 25(a) above, and unless instructed otherwise by the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerRepresentative.
(c) In addition to their respective funds transfer instructions as set forth in Section 25(b) above, the Parties acknowledge that repetitive funds transfer instructions may be given to Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, the Parties shall deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary, by facsimile in accordance with this Section 25. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent and the Parties agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of the Parties, without requiring a verifying callback, whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 25 are commercially reasonable.
Appears in 1 contract
Sources: Stock Purchase Agreement (Mattress Firm Holding Corp.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Escrowed Earnout Shares, including but not limited to the Written Instructions described any such instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountEscrowed Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives of DraftKings identified in Schedule 21 after a reasonable amount of time, the Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the Company’s DraftKings’ executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Legal Officer and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of DraftKings.
(c) The Company acknowledges Escrow Agent shall only deliver or distribute the Escrowed Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Escrow Joint Written Instructions or Release Notice.
(d) The Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
(e) For the avoidance of doubt, the procedures in this Section 11 shall not apply to the 104H Trustee and the 104H Earnout Shares.
(f) For all purposes and intents of this Agreement, any instruction, agreement, consent, waiver, notice to or notice by any of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇, shall deemed to be as an instruction, agreement, consent, waiver, notice to or notice by all of the DEAC Founder Group (and all members of the DEAC Founder Group hereby irrevocably and unconditionally agree to be bound by the same), and in case of conflicting instructions, agreement, consent, waiver or notice by two or more of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇▇, the other parties hereto shall be fully protected and shall not incur any liability in relying on the first of which to be delivered to the Escrow Agent or the 104H Trustee in accordance with the terms hereof and ignore all others.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Co-Issuers by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyIssuer’s or Sponsor’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Issuer or Sponsor to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(b) Issuer acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Issuer under this Agreement without a verifying call-back as set forth in Section 11(a) above: Issuer’s Bank account information: Bank Name: Bank Address: Routing No.: Account Name: Account No.: Sponsor acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Sponsor under this Agreement without a verifying call-back as set forth in Section 11(a) above: Sponsor’s Bank account information: Bank Name: Bank of America, N.A. Bank Address: 1▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ABA: 0▇▇▇▇▇▇▇▇ Swift Code (if needed): B▇▇▇▇▇▇▇ Account Number: 4▇▇▇▇▇▇▇▇▇ Account Name: CTCNA as Escrow Agent for Clients 2 Account Address: 1▇▇ ▇▇▇▇▇▇ ▇▇, Canton, MA 02021 Ref: 1000053536 One Chestnut Partners
(c) In addition to their respective funds transfer instructions as set forth in Section 11(b) above, the Co-Issuers each acknowledge that repetitive funds transfer instructions may be given to the Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, the Co-Issuers shall each deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Schedule 1, by facsimile in accordance with this Section 11. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent and the Co-Issuers agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of each of the Co-Issuers, without requiring a verifying call-back as set forth in Section 11(a), whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The Company acknowledges Co-Issuers acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyStockholders’ Representative’s or Purchaser’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Stockholders’ Representative or Purchaser to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(c) Purchaser acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Purchaser under this Agreement without a verifying call-back as set forth in Section 11(b) above: Purchaser’s bank account information: Bank Name IBAN Swift Code USD Acct:
(d) In addition to their respective funds transfer instructions as set forth in Section 11(c) above, the Parties each acknowledge that repetitive funds transfer instructions may be given to the Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, the Parties shall each deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Schedule 1, by facsimile in accordance with this Section 11. The Company acknowledges Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. The Escrow Agent and the Parties agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of each of the Parties, without requiring a verifying call-back as set forth in Section 11(b), whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(e) The Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by the Escrow Agent by facsimiletelecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on schedule 2 hereto ("Schedule 2 hereto2"), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s Purchaser's executive officers, (“"Executive Officers”"), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel President and Chief Financial OfficerTreasurer, as the Escrow Agent may select. Such "Executive Officer Officer" shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Purchaser or the Sellers to identify (ci) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Share Purchase Agreement (Quipp Inc)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Escrow Shares and any Earnings thereon, including but not limited to the any Joint Written Instructions described in Instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares and any Earnings thereon, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and/or Company Stockholder Representative, as the case may be, by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives of the Company identified in on Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company Each party hereto acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares and any Earnings thereon to the custodian account of recipient of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1), whether in writing, by the Escrow Agent by facsimiletelecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule schedule 2 heretoattached hereto ("SCHEDULE 2"), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs individuals authorized to give or confirm funds transfer instructions may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officers, (“Executive Officers”)officers of Seller and/or Purchase, as the case may beapplicable ("EXECUTIVE OFFICERS"), which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer______________________, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Purchaser or the Seller to identify (ci) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable. All funds transfer instructions must include the signature of the person(s) authorizing said funds transfer.
Appears in 1 contract
Sources: Asset Purchase Agreement (Adams Respiratory Therapeutics, Inc.)
Security Procedures.
(a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Parent and the Company Representatives by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number..
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may reasonably rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a receipt of the Escrow Shares, as designated in this Section 11 are commercially reasonable.a Joint Written Instruction.
Appears in 1 contract
Sources: Stock Escrow Agreement (Digital Health Acquisition Corp.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that numbernumber or email address. Any notice sent to Escrow Agent by Purchaser, on one hand, or Sellers’ Representative, on the other hand, shall be sent simultaneously to the other party.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is required and authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 3 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the Purchaser’s authorized representatives identified in Schedule 23, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Purchaser (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerChief Financial Officer, General Counsel Chief Operating Officer, and Chief Financial Administrative Officer, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Plan of Merger and Equity Purchase Agreement (RumbleON, Inc.)
Security Procedures. (a) Notwithstanding anything to the any contrary as set forth in Section 1011, any instructions setting forth, claiming, claiming containing, objecting to, to or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 6 of this Agreement, may be maybe given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountAmounts, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to Purchaser and the Company Representative by the Escrow Agent in accordance with Section 10 11 and as further evidenced by a confirmed transmittal to that number.
(b) In the event Escrow Accounts funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person Person or persons Persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person Person or persons Persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If In the event that the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 22 hereto, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Purchaser’s or the CompanyRepresentative’s (as applicable) executive officers, officers (“Executive Authorized Officers”), as the case may be, which shall include the titles of, in the case of Purchaser, Treasurer and Vice President and Senior Legal Counsel and, in the case of the Representative, President, Chief Executive Officer, Controller, General Counsel Vice President and Chief Financial OfficerSecretary, as the Escrow Agent may select. Such Executive Authorized Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerAuthorized Officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Purchaser or the Representative to identify (i) the beneficiary, (ii) the beneficiary’s bank or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a Person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(c) The Company Purchaser acknowledges that the security procedures Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Purchaser under this Agreement without a verifying call-back as set forth in Section 12(b) above: Bank Name: Bank of America Bank Address: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ABA Number: ▇▇▇▇▇▇▇▇▇ Account Name: Genpact International Inc. Account Number: ▇▇▇-▇▇▇-▇▇▇▇ Swift Code: ▇▇▇▇▇▇▇▇ Currency: USD
(d) The Representative acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Representative under this Agreement without a verifying call-back as set forth in Section 11 12(b) above: Bank Name: ABA Number: Account Name: Account Number:
(e) The parties to this Agreement acknowledge that these security procedures are commercially reasonable. All funds transfer instructions shall be executed by an authorized signatory as set forth on Schedule 2 hereto.
Appears in 1 contract
Sources: Merger Agreement (Genpact LTD)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyBuyer or Seller’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer[______________________], as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Buyer or Seller to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated.
(c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) . In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company . Parent acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account or recipient designated by Parent or Stockholder Representative in this Section 11 are commercially reasonablewriting.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1013, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited must be in writing or set forth in a PDF attached to an email, executed by the Written Instructions described appropriate Party or Parties in Section 4 accordance with the terms of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or by emailed PDF and no instruction for or related to the transfer or distribution of the Escrow AccountDeposit, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or by emailed PDF at the number or email provided to the Company Parties by the Escrow Agent in accordance with Section 10 13 and as further evidenced by a confirmed transmittal to that numbernumber or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Deposit if delivered to any other fax number or email address including but not limited to a valid email address of any employee of Escrow Agent other than in accordance with Section 13.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or emailed PDF, which has been executed by the appropriate Party or Parties as evidenced by the signature of the person or persons executing this Agreement or one of their designated persons set forth on the Designation of Authorized Representatives attached hereto as Schedules C-1 and C-2 (each an “Authorized Representative”), Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on such Schedule 2 C-1 and C-2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be an Authorized Representative. Each Designation of Authorized Representatives shall be signed by the person Secretary, any Assistant Secretary or persons so designatedother duly authorized officer of the named Party. The person(s) executing this Agreement on such Party’s behalf and certifying Authorized Representatives in the applicable Schedule C-1 and C-2 have been duly and properly authorized to do so, and each Authorized Representative of such Party has been duly and properly authorized to take the actions specified for such person in the applicable Schedule C-1 and C-2. A Party may change its respective persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If Escrow Agent, any intermediary bank and the Escrow Agent is unable to contact beneficiary’s bank in any funds transfer may rely upon the identifying number of the authorized representatives identified beneficiary’s bank or any intermediary bank included in Schedule 2the funds transfer instruction provided by the relevant Party or Parties and confirmed by an Authorized Representative. Further, the Escrow Agent beneficiary’s designated bank in the funds transfer instructions may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and confirmed by an Authorized Representative, even though it identifies a person different from the named beneficiary. No funds will be disbursed until an Authorized Representative is hereby authorized both able to receive written instructions from and seek confirmation of confirm such instructions by telephone callback.
(b) Buyer acknowledges that Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Buyer under this Agreement without a verifying call-back as set forth in Section 25(a) above: Buyer’s Bank account information: Bank name: Bank address: ABA number: Account name: Account number: Representative acknowledges that Escrow Agent is authorized to disburse any one or more funds due to the Representative, on behalf of and for the benefit of the Company’s executive officersSellers under this Agreement, (“Executive Officers”), and shall perform a verifying call-back as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver set forth in Section 25(a) to the Escrow Agent a fully executed incumbency certificate, and bank account or bank accounts designated in writing by the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerRepresentative.
(c) In addition to their respective funds transfer instructions as set forth in Section 25(b) above, the Parties acknowledge that repetitive funds transfer instructions may be given to Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, the Parties shall deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary, by facsimile or PDF attached to an email in accordance with this Section 25. Any such Standing Settlement Instructions shall be set up in writing in advance of any actual transfer request and shall contain complete funds transfer information (as set forth above) for the beneficiary. Any such set-up of Standing Settlement Instructions (other than those established concurrently with the execution of this Agreement), and any changes in existing set-up, shall be confirmed by means of a verifying callback to an Authorized Representative. Standing Settlement Instructions will continue to be followed until cancelled by the Parties jointly in a writing signed by an Authorized Representative and delivered to Escrow Agent in accordance with this Section. Once set up as provided herein, Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. The Company acknowledges Parties agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of the Parties, without requiring a verifying callback, as set forth in Section 25(a), if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet and the Parties hereby expressly assume such risks. Furthermore, the Parties acknowledge that the security procedures set forth in this Section 11 25 are commercially reasonable.
(e) Notwithstanding anything to the contrary contained herein, any funds transfer instructions from Representative under this Agreement shall require the authorization of at least one Authorized Representative that is an “▇▇▇▇▇ Representative” (as indicated in Schedule C-2, as may be modified from time to time in accordance with the terms hereof) and at least one Authorized Representative that is a “Calera Representative” (as indicated in Schedule C-2, as may be modified from time to time in accordance with the terms hereof).
Appears in 1 contract
Sources: Securities Purchase Agreement (Mattress Firm Holding Corp.)
Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers for authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow AgentAgent and delivered in accordance with Section 1 5 hereof and, if applicable, this Section 1 6 . If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s or the Dealer Manager’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of PresidentManager of the Company’s general partner (for the Company) or Senior Vice President for the Dealer Manager, Chief Executive Officer, Controller, General Counsel and Chief Financial Officeror in each case more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.
Appears in 1 contract
Sources: Escrow Agreement (Energy 11, L.P.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by the Escrow Agent by facsimiletelecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto1 hereto (“Schedule 1”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s your executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
. The Escrow Agent and the recipient’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the recipient to identify (ci) the recipient, (ii) the recipient’s bank, or (iii) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the intended recipient being paid, or the transfer of funds to a bank other than the intended recipient ‘s bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable. All person(s) designated to give funds transfer instructions to the Escrow Agent are indicated in Schedule 1 hereof. This schedule may be amended from time to time by written notice to the Escrow Agent from the applicable party.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a joint written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Buyer and Seller by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Buyer and/or Seller (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges parties hereto acknowledge that the security procedures set forth in this Section 11 are commercially reasonableEscrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by Buyer and Seller pursuant to joint written instructions.
Appears in 1 contract
Sources: Share Escrow Agreement (BurgerFi International, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanySeller’s or Purchaser’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerPresident, General Counsel and Chief Financial Officerany Vice-President, Treasurer or Secretary, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Seller or Purchaser to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(b) Seller acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Seller under this Agreement without a verifying call-back as set forth in Section 11(a) above: Seller’s Bank account information: Bank name: Bank Address: ABA Number: Account name: Account number: Purchaser acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Purchaser under this Agreement without a verifying call-back as set forth in Section 11(a) above: Purchaser’s Bank account information: Bank name: Bank Address: ABA Number: Account name: Account number:
(c) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Walter Investment Management Corp)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 5 of this Agreement, may be given to the Escrow Agent only by mail, confirmed facsimile or email and no instruction for or related to the transfer or distribution of the Escrow AccountFunds, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction in writing by mail, facsimile or email at the address, number or email, respectively, provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number9.
(b) In the event funds transfer instructions are so received given (other than in writing at the time of the execution of this Agreement), whether in writing, by the Escrow Agent by facsimilefacsimile or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons individual(s) designated on Schedule 2 heretothe Incumbency Certificates which have been provided by each of the Representative and Parent to the Escrow Agent (the “Incumbency Certificates”), and the Escrow Agent may rely upon the confirmation confirmations of anyone purporting to be the person or persons individual(s) so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such signatories is set forth on Incumbency Certificates. The persons individuals and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If Each of the Representative and Parent agree to promptly provide the Escrow Agent with a replacement Incumbency Certificate and any necessary due diligence documentation requested by the Escrow Agent naming a replacement authorized signatory or replacement authorized individual for call-backs, as applicable, if at any time any authorized signatory or authorized individual for call-backs contained in its Incumbency Certificate is unable no longer authorized on behalf of such Party. The parties to contact this Agreement acknowledge that such security procedure is commercially reasonable. It is understood that the Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by any party hereto to identify (i) the beneficiary, (ii) the beneficiary’s bank or (iii) an intermediary bank. The Escrow Agent may apply any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to Funds for any one or more of the Company’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be payment order it executes using any such officeridentifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares or any cash dividends held in the Escrow Account, including but not limited to the Written any transfer instructions that may otherwise be set forth in Instructions described in permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile e-mail and no instruction for or related to the transfer or distribution of the Earnout Shares and any cash dividends held in the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile e-mail at the number e-mail address provided to the Company Parent by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbere-mail address.
(b) In the event funds transfer instructions Instructions are so received by the Escrow Agent by facsimilee-mail, the Escrow Agent is authorized to seek confirmation of such instructions Instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives Authorized Signatories identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions the Instructions from and seek confirmation of such instructions Instructions by telephone call-back to any one or more of the Company’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President of Parent (collectively, the “Senior Officers”) as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerSenior Officer.
(c) The Parent acknowledges that, upon receipt of a Delivery Instruction, the Escrow Agent is authorized to deliver the Earnout Shares and any cash dividends held in the Escrow Account to be released to an Company acknowledges that Earnout Holder to the security procedures set forth custodian account of recipient designated by such Company Earnout Holder in this Section 11 are commercially reasonablewriting.
Appears in 1 contract
Sources: Earnout Escrow Agreement (Airship AI Holdings, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company [ ] acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by [ ] in this Section 11 are commercially reasonablewriting.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 108, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including including, but not limited to, any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) (with a copy to the other Party) and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) . In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Companyrelevant Party’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of PresidentChairman, Chief Executive Officer, ControllerExecutive Vice President, General Counsel and Chief Financial Officer, or Principal Accounting Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company . Seller acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Fund to the custodian account or recipient designated by Seller in this Section 11 are commercially reasonablewriting. Buyer acknowledges that the Escrow Agent is authorized to deliver the Escrow Fund to the address provided for notice to Buyer or any address provided in a Claims Notice.
Appears in 1 contract
Sources: Asset Purchase Agreement (DraftDay Fantasy Sports, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanySeller’s or Purchaser’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerVice President, General Counsel and Treasurer or Chief Financial Officer or Chief Legal Officer, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Seller or Purchaser to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountEscrowed Funds and Escrowed Securities, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) . In the event funds transfer instructions are so received given in writing by the Escrow Agent by facsimile, telecopier the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons individuals authorized to give and telephone numbers for call-backs confirm any instructions may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s or Canaccord’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company or the Placement Agents to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the Escrowed Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Agreement acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable. All funds transfer instructions must include the signature of the person(s) authorizing said funds transfer, which shall be an individual who is designated to give funds transfer instructions as designated in Schedule 2. Company acknowledged that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Company under this Agreement without a verifying call-back as set forth above: Bank Name: ▇▇▇▇▇ Fargo ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: ▇▇▇-▇▇▇-▇▇▇▇ ABA Number.: ▇▇▇▇▇▇▇▇▇ For benefit of Genesis Biopharma Inc. Account Number: 3113884161
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1010 in this Escrow Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Escrow Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and of this Escrow Agreement as further evidenced by a confirmed transmittal to that numberwritten confirmation of transmission.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto1 of this Escrow Agreement, and the Escrow Agent may rely in good faith upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in on Schedule 21 of this Escrow Agreement, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyEquityholders’ Representative’s or the Buyer’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely in good faith upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Equityholders’ Representative or the Buyer to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank.
(cb) The Company Equityholders’ Representative acknowledges that the security procedures Escrow Agent is authorized to use the funds transfer instructions set forth in the applicable joint written instructions to disburse any funds due to the Equityholders under this Escrow Agreement without a verifying call-back as set forth in Section 11 are commercially reasonable.11(a) of this Escrow Agreement. The Buyer acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Buyer under this Escrow Agreement without a verifying call-back as set forth in Section 11(a) of this Escrow Agreement: Buyer’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number:
Appears in 1 contract
Sources: Merger Agreement (International Rectifier Corp /De/)
Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers for authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow AgentAgent and delivered in accordance with Section 15 above and, if applicable, this Section 16. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s or the Underwriter’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerVice President or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) Executive Officer(s). The Company acknowledges Parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary’s bank or an intermediary bank designated.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Co-Issuers by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyIssuer’s or Sponsor’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Issuer or Sponsor to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(b) Issuer acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Issuer under this Agreement without a verifying call-back as set forth in Section 11(a) above: Issuer’s Bank account information: Bank Name: Bank Address: Routing No.: Account Name: Account No.: Sponsor acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Sponsor under this Agreement without a verifying call-back as set forth in Section 11(a) above: Sponsor’s Bank account information: Bank Name: Bank Address: ABA No.: Account Name: Account No.:
(c) In addition to their respective funds transfer instructions as set forth in Section 11(b) above, the Co-Issuers each acknowledge that repetitive funds transfer instructions may be given to the Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, the Co-Issuers shall each deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Schedule 1, by facsimile in accordance with this Section 11. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent and the Co-Issuers agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of each of the Co-Issuers, without requiring a verifying call-back as set forth in Section 11(a), whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The Company acknowledges Co-Issuers acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by the Escrow Agent by facsimiletelecopier or otherwise, the Escrow Agent Trustee is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 heretohereto ("Schedule 2"), and the Escrow Agent Trustee may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow AgentTrustee. If the Escrow Agent Trustee is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent Trustee is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s Beneficiary's executive officers, (“"Executive Officers”"), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officerof______________________, as the Escrow Agent Trustee may select. Such "Executive Officer Officer" shall deliver to the Escrow Agent Trustee a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent Trustee may rely upon the confirmation of anyone purporting to be any such officer.
. The Trustee and the Beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Beneficiary to identify (ci) the Beneficiary, (ii) the Beneficiary's bank, or (iii) an intermediary bank. The Company acknowledges Trustee may apply any of the Trust Account for any payment order it executes using any such identifying number, even when its use may result in a person other than the Beneficiary being paid, or the transfer of funds to a bank other than the Beneficiary's bank or an intermediary bank designated. The parties to this Agreement acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Acquisition Agreement (Gainsco Inc)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyPurchaser’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company Stockholder Representatives acknowledge that the Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by the Stockholder Representatives in writing. Purchaser acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in this Section 11 are commercially reasonablea Claims Notice.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanySeller’s or Purchaser’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerPresident, General Counsel and Chief Financial Officerany Vice-President, Treasurer or Secretary, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Seller or Purchaser to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Walter Investment Management Corp)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Contingent Consideration Shares, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountContingent Consideration Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Contingent Consideration Shares to the custodian account of a recipient of the Contingent Consideration Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.
Appears in 1 contract
Sources: Contingent Consideration Escrow Agreement (Alliance Entertainment Holding Corp)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Sphere by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officerssenior officers of Sphere (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company Sphere acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by Sphere in this Section 11 are commercially reasonablewriting.
Appears in 1 contract
Sources: Escrow Agreement (Sphere 3D Corp)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1016, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to the Written Instructions described in Section 4 of this Agreement6, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with this Section 10 17 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person authorized individual or persons designated individuals on Schedule 2 hereto1, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person authorized individual or persons individuals so designated. The persons authorized individuals and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives individual or individuals identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyBuyer and/or Seller’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerOfficer or similar other titles, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Seller or Buyer to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even when its use may result in a Person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated, provided that such payment is not the result of the Escrow Agent’s or any of its Affiliates’ criminal acts, fraud, gross negligence, bad faith or willful misconduct.
(c) Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by Seller in writing.
(d) Buyer acknowledges that the Escrow Agent is authorized to deliver the Escrow Asset to the address provided for notice to Buyer or any address provided in a Buyer Claim Notice.
(e) The Company acknowledges Parties and the Escrow Agent acknowledge that the security procedures set forth in this Section 11 17 are commercially reasonable.
Appears in 1 contract
Sources: Stock Purchase Agreement (Korn Ferry International)
Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers for authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow AgentAgent and delivered in accordance with Section 15 hereof and, if applicable, this Section 16. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s or the Dealer Manager’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of PresidentManager of the Company’s general partner (for the Company) or Senior Vice President for the Dealer Manager, Chief Executive Officer, Controller, General Counsel and Chief Financial Officeror in each case more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary’s bank or an intermediary bank designated.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountEarnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address.
(b) In the event funds transfer instructions are so received by the Earnout Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to contact any reach the Stockholder Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyPubCo’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of the Stockholder Representative.
(c) Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice.
(d) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 100, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited must be in writing or set forth in a PDF attached to an email, executed by the Written Instructions described appropriate Party or Parties in Section 4 accordance with the terms of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or by emailed PDF and no instruction for or related to the transfer or distribution of the Escrow AccountFunds, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or by emailed PDF at the number or email provided to the Company Parties by the Escrow Agent in accordance with Section 10 0 and as further evidenced by a confirmed transmittal to that numbernumber or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Funds if delivered to any other fax number or email address including but not limited to a valid email address of any employee of Escrow Agent.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or emailed PDF, which has been executed by the appropriate Party or Parties as evidenced by the signature of the person or persons executing this Agreement or one of their designated persons set forth on the Designation of Authorized Representatives attached hereto as Schedules B-1 and B-2 (each an “Authorized Representative”), Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 such Schedules B-1 and B-2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be an Authorized Representative. Each Designation of Authorized Representatives shall be signed by the person Secretary, any Assistant Secretary or persons so designatedother duly authorized officer of the named Party. The person(s) executing this Agreement on such Party’s behalf and certifying Authorized Representatives in the applicable Schedule B-1 and B-2 have been duly and properly authorized to do so, and each Authorized Representative of such Party has been duly and properly authorized to take the actions specified for such person in the applicable Schedule B-1 and B-2. A Party may change its respective persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If Escrow Agent, any intermediary bank and the Escrow Agent is unable to contact beneficiary’s bank in any funds transfer may rely upon the identifying number of the authorized representatives identified beneficiary’s bank or any intermediary bank included in Schedule 2the funds transfer instruction provided by the relevant Party or Parties and confirmed by an Authorized Representative. Further, the Escrow Agent beneficiary’s designated bank in the funds transfer instructions may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and confirmed by an Authorized Representative, even though it identifies a person different from the named beneficiary. No funds will be disbursed until an Authorized Representative is hereby authorized both able to receive written instructions from and seek confirmation of confirm such instructions by telephone callback.
(b) Buyer acknowledges that Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Buyer under this Agreement without a verifying call-back as set forth in Section 0 above: Buyer’s Bank account information: Bank name: Bank address: ABA number: Account name: Account number: BSC acknowledges that Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the BSC, on behalf of the Sellers, under this Agreement without a verifying call-back as set forth in Section 0 above: BSC’s Bank account information: Bank name: Bank address: ABA number: Account name: Account number:
(c) In addition to their respective funds transfer instructions as set forth in Section 0 above, the Parties acknowledge that repetitive funds transfer instructions may be given to Escrow Agent for one or more beneficiaries where only the date of the Company’s executive officersrequested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Executive OfficersStanding Settlement Instructions”). Accordingly, as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer Parties shall deliver to the Escrow Agent a fully executed incumbency certificatesuch specific Standing Settlement Instructions only for each respective beneficiary, by facsimile in accordance with this Section 24. Any such Standing Settlement Instructions shall be set up in writing in advance of any actual transfer request and shall contain complete funds transfer information (as set forth above) for the beneficiary. Any such set-up of Standing Settlement Instructions (other than those established concurrently with the execution of this Agreement), and any changes in existing set-up, shall be confirmed by means of a verifying callback to an Authorized Representative. Standing Settlement Instructions will continue to be followed until cancelled by the Parties jointly in a writing signed by an Authorized Representative and delivered to Escrow Agent in accordance with this Section. Once set up as provided herein, Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent and the confirmation Parties agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of anyone purporting to be any the Parties, without requiring a verifying callback, whether or not authorized, if such officerStanding Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(cd) The Company acknowledges Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet and the Parties hereby expressly assume such risks. Furthermore, the Parties acknowledge that the security procedures set forth in this Section 11 24 are commercially reasonable.
Appears in 1 contract
Sources: Asset Purchase Agreement (Mattress Firm Holding Corp.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Parent and the Company Representative by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a receipt of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountEarnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address.
(b) In the event funds transfer instructions are so received by the Earnout Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to contact any reach the Principal Shareholders’ Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyPubCo’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of the Principal Shareholders’ Representative.
(c) Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice.
(d) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Revenue Escrow Agreement, as indicated in Schedule 1 and Schedule 2 attached hereto), whether in writing or by the Escrow Agent by facsimiletelecopier, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto4 hereto (each an “Authorized Representative”, collectively, the “Authorized Representatives”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory. The persons undersigned is authorized to certify that the Authorized Representatives are authorized signatories. The Authorized Representatives and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2Authorized Representatives, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to the Stockholders’ Representative or any one or more of the Company’s executive officers, managers of the Parent (the “Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, ) as the Escrow Agent may select. Such Executive Officer Officers shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Parent or the Stockholders’ Representative to identify (ci) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Revenue Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Revenue Escrow Agreement (United Benefits & Pension Services, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement4, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanySeller or Buyer’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Seller or Buyer to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(b) Seller acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Seller under this Agreement without a verifying call-back as set forth in Section 11(a) above: Seller’s Bank account information: Buyer acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Buyer under this Agreement without a verifying call-back as set forth in Section 11(a) above: Buyer’s Bank account information:
(c) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Membership Purchase Agreement (Agfeed Industries, Inc)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Joint Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or email and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number (or email at the email address) provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s Parties’ respective executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Escrow Agreement (Forge Group, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Adjustment Escrow Shares or the Earnout Shares, including but not limited to the Written Instructions described any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Adjustment Escrow AccountShares or the Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address.
(b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any reach the Stockholder Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyParent’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of the Stockholder Representative.
(c) Notwithstanding anything to the contrary herein, the Escrow Agent shall only deliver or distribute the Adjustment Escrow Shares and the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice.
(d) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Escrow Agreement (Electric Last Mile Solutions, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company acknowledges that the security procedures set forth Escrow Agent is authorized to either (i) deliver the Escrow Shares to the custodian account of recipient designated by the Company in this writing, or (ii) return the Escrow Shares to the Company for cancellation in accordance with written instructions provided by the Company pursuant to Section 11 are commercially reasonable3.
Appears in 1 contract
Sources: Bonus Shares Escrow Agreement (GCL Global Holdings LTD)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Co-Issuers by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyIssuer’s or Sponsor’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Issuer or Sponsor to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(b) Issuer acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Issuer under this Agreement without a verifying call-back as set forth in Section 11(a) above: Issuer’s Bank account information: Bank Address: Routing No.: Account Name: Account No.: Sponsor acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Sponsor under this Agreement without a verifying call-back as set forth in Section 11(a) above: Sponsor’s Bank account information: Bank Address: ABA No.: Account Name: Account No.:
(c) In addition to their respective funds transfer instructions as set forth in Section 11(b) above, the Co-Issuers each acknowledge that repetitive funds transfer instructions may be given to the Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, the Co-Issuers shall each deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Schedule 1, by facsimile in accordance with this Section 11. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent and the Co-Issuers agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of each of the Co-Issuers, without requiring a verifying call-back as set forth in Section 11(a), whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The Company acknowledges Co-Issuers acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountEarnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address.
(b) In the event funds transfer instructions are so received by the Earnout Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to contact any reach the Holder Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyPubCo’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of the Holder Representative.
(c) Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice.
(d) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyPurchaser’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company Seller acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by the Seller in this Section 11 are commercially reasonablewriting. Purchaser acknowledges that the Escrow Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Claims Notice.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountShares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by the Company in this Section 11 are commercially reasonablewriting.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a joint written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAssets, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that numbernumber or email address.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s Purchaser's executive officers, (“"Executive Officers”"), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(cb) The Company Seller Representative acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Assets to the custodian account or recipient designated by Seller Representative in this Section 11 are commercially reasonablewriting. Purchaser acknowledges that the Escrow Agent is authorized to deliver the Escrow Assets to the account or recipient designated by Purchaser in writing or any address provided in a Claims Notice.
Appears in 1 contract
Sources: Share Purchase Agreement (EnerSys)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyCobalt or Z North Sea’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive OfficerSenior Vice President, Controller, General Counsel and Chief Financial OfficerTreasurer or Assistant Treasurer, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Cobalt or Z North Sea to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(b) Cobalt acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Cobalt under this Agreement without a verifying call-back as set forth in Section 11(a) above: Cobalt’s Bank account information: Bank name: JPMorgan Private Bank Bank Address: Newark, DE ABA number: ***** Account name: CIE Angola Block 21 LTD Account number: ***** Z North Sea acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Z North Sea under this Agreement without a verifying call-back as set forth in Section 11(a) above: Z North Sea’s Bank account information: Bank name: ▇▇ ▇▇▇▇▇▇ Chase Bank Address: New York, NY ABA number: ***** Account name: Z North Sea Ltd. Account number: *****
(c) In addition to their respective funds transfer instructions as set forth in Section 11(b) above, Cobalt and Z North Sea acknowledges that repetitive funds transfer instructions may be given to the Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, Cobalt or Z North Sea shall deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Schedule 1, by facsimile in accordance with this Section 11. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent and Cobalt or Z North Sea agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of Cobalt or Z North Sea, without requiring a verifying callback, whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are 11are commercially reasonable.
Appears in 1 contract
Sources: International Daywork Drilling Contract (Cobalt International Energy, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1011, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares or Earnout Units or any cash dividends held in the Escrow Account, including but not limited to the Written any transfer instructions that may otherwise be set forth in Instructions described in permitted pursuant to Section 4 5 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile e-mail and no instruction for or related to the transfer or distribution of the Earnout Shares and the Earnout Units and any cash dividends held in the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile e-mail at the number e-mail address provided to the Company Issuer and Falcon’s by the Escrow Agent in accordance with Section 10 11 and as further evidenced by a confirmed transmittal to that numbere-mail address.
(b) In the event funds transfer instructions Instructions are so received by the Escrow Agent by facsimilee-mail, the Escrow Agent is authorized to seek confirmation of such instructions Instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives Authorized Signatories identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions the Instructions from and seek confirmation of such instructions Instructions by telephone call-back to any one or more of the Company’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President of the Issuer and Falcon’s (collectively, the “Senior Officers”) as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerSenior Officer.
(c) The Company acknowledges that Issuer, Falcon’s and the security procedures set forth Earnout Participants acknowledge that, upon receipt of a Delivery Instruction, the Escrow Agent is authorized to deliver the Earnout Shares and the Earnout Units and any cash dividends held in this Section 11 are commercially reasonablethe Escrow Account to be released to an Earnout Participant to the custodian account of recipient designated by such Earnout Participant in writing.
Appears in 1 contract
Sources: Earnout Escrow Agreement (Falcon's Beyond Global, Inc.)
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountEarnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address.
(b) In the event funds transfer instructions are so received by the Earnout Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to contact any reach the Stockholder Representative or Parent after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyStockholder Representative’s or Parent’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officerapplicable, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of the Stockholder Representative or Parent, as applicable.
(c) Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice.
(d) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Big Cypress Acquisition Corp.)
Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event funds transfer instructions are so received by the Bank or Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Bank and Escrow Agent is authorized are authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Bank and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers for authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Bank and Escrow AgentAgent and delivered in accordance with Section 15 above and, if applicable, this Section 16. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s or the Underwriter’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerVice President or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.
(c) Executive Officer(s). The Company acknowledges Parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 above are commercially reasonable. The Bank and Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Bank and Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary’s bank or an intermediary bank designated.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountEquity Contribution, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the The Escrow Agent is unable and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Party A or Party B to contact identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to Equity Contribution for any one or more of the Company’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be payment order it executes using any such officeridentifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated.
(cb) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
Appears in 1 contract