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 the Escrow Shares, including any Joint 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 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a 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. (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 the Escrow Sharesfunds, including any Joint but not limited to the Written Instruction permitted pursuant to 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 SharesAccount, 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 facsimile or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Company acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Party A or Party B’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive OfficerPresident, General Counsel, Chief Financial Officer, President of Executive Vice PresidentCEO or CFO, as the Escrow Agent may select. Such Senior Officer “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 parties hereto acknowledge that the Escrow Agent is authorized 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 deliver identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFund for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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.
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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company or Underwriter’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Co-Chief Executive Officer, General Counsel, Officer and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer “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 parties hereto acknowledge that the Escrow Agent is authorized 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 deliver identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFund for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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.
Appears in 3 contracts
Sources: Escrow Agreement (Xstream Systems Inc), Escrow Agreement (Xstream Systems Inc), Escrow Agreement (Xstream Systems Inc)
Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant 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 the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s or the Dealer Manager’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive OfficerManager of the Company’s general partner (for the Company) or [ ] for the Dealer Manager, General Counsel, Chief Financial Officer, President of Executive Vice Presidentor in each case more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to deliver the identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company of___________ (collectively, the “"Senior Officers”"), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated by_____________ in a Joint Written Instructionwriting.
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 10IX hereof, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C heretoSchedule 1 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 on Exhibit Cin Schedule 1 hereof, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Escrow Parties (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may selectbe designated in Schedule 1 hereof. Such 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 parties hereto acknowledge Escrow Parties acknowledges that the Escrow Agent is authorized to deliver the Escrow Escrowed Shares to the custodian account of a or recipient of designated by any recipient in writing, provided that such delivery shall be endorsed in writing by ▇▇▇▇.
(d) The Parties understand that the Escrow Shares, as designated Agent’s inability to receive or confirm funds transfer instructions may result in a Joint Written Instructiondelay 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 Schedule 1 are persons 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. In the event funds transfer instructions are given (a) Notwithstanding anything to other than in writing at 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 time of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 execution of this Escrow 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 Sharesas indicated in Schedule 1 attached hereto), or any portion thereofwhether in writing, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoschedule 2 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 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company executive officers (collectively, "Executive Officers") of the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentAssignee, as the Escrow Agent may select. Such Senior Officer "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 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 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 hereto to this Escrow Agreement acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instructionthese security procedures 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 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 9 and as further evidenced by a confirmed transmittal to that number.
(b) . In the event transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge . Parent acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a or recipient of the Escrow Shares, as designated by Parent or Stockholder Representative in a Joint Written Instructionwriting.
Appears in 2 contracts
Sources: Escrow Agreement (Logiq, Inc.), Escrow Agreement (Collective Audience, Inc.)
Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Written Direction, any instructions setting forth, claiming, containing, objecting toVoting Direction, or in any way related to the transfer or distribution of the Escrow Sharesotherwise), including any Joint Written Instruction permitted pursuant to Section 4 of this Agreementapprovals, may be given to the consents, requests, and other communications, are received by 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 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 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including at its e-mail)mail account(s) as designated on Schedule A, 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 Exhibit C heretoSchedule A, 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 may be changed only in a writing actually received and acknowledged by the Escrow AgentAgent and delivered in accordance with Section 13 above and, if applicable, this Section 14. If the Escrow Agent is unable to contact any of the authorized representatives identified on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company applicable Party’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentOfficer or more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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.
Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may reasonably rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (a) a beneficiary, (b) a beneficiary’s bank, or (c) an intermediary bank. The parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient may apply any of the Escrow SharesAssets for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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: Closing Escrow Agreement (Blackstone Holdings III L.P.), Closing Escrow Agreement (Blackstone Holdings III 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 the Escrow Sharesfunds, including any but not limited to the Joint Written Instruction permitted pursuant to 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) email and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 or other electronic transmission (including e-mail)email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Parties’ respective executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis Section 11 are commercially reasonable.
Appears in 2 contracts
Sources: Escrow Agreement (Vericity, Inc.), Escrow Agreement (Federal Life 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 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 Pubco and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of Pubco and the Company SPAC Representative (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge Each of Pubco and the SPAC Representative acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of jointly designated by Pubco and the Escrow Shares, as designated SPAC in a Joint Written Instructionwriting.
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 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) email attachment and no instruction for or related to the transfer or distribution of the Escrow Sharesapplicable Fund, 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) email at the number or e-mail email address provided to the Company and the Sponsor 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 or other electronic transmission (including e-mail)email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Stockholders’ Representative’s or Parent’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 1011, any joint instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction permitted 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 Escrowed 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 the Company ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Sponsor 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 joint transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of each of ▇▇▇▇▇ ▇▇▇▇▇▇ and Spinco and by an authorized representative of the Company Voyager Stockholders’ Representative (collectively, the “Senior OfficersDesignated Persons”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Escrowed Shares to the custodian account of a or recipient of jointly designated by ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Escrow Shares, as designated Voyager Stockholders’ Representative in a Joint Written Instructionwriting.
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 the Escrow Shares, including any Joint 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a 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 the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Ctime, the Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of Sponsor’s or PubCo’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Officer and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis Section 11 are commercially reasonable.
Appears in 2 contracts
Sources: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)
Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant 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 the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to approvals, consents, requests, and other communications, are received by the Bank or 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 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 at its e-mail account(s) as designated on Schedule A hereto, the Company Bank 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)authorized, the Escrow Agent is 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 Exhibit C Schedule 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s or the Placement Agent’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice Presidentor more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Bank and Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Bank and Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 Earnout 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 and the Sponsor 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 transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Ctime, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of PubCo’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Legal Officer and Chief Financial Officer, President of Executive Vice President, as the Earnout Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesdistribution, including any 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 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 Purchaser and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by [officers of the Company Purchaser (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. .] Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient receipt of the Escrow Shares, as designated in a 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 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, any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4, must be given to the Escrow Agent by confirmed facsimile, and no instruction for, or related to, the transfer or distribution of the Escrow Shares, including any Joint 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 SharesFund, or any portion thereof, shall will be deemed delivered and effective unless the Escrow Agent actually shall have has 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to must seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoSchedule C, 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 on Exhibit in Schedule C, the Escrow Agent is hereby authorized both to receive written instructions from from, and to seek confirmation of such instructions by officers telephone call-back to, any one or more of the Company Buyer’s or the Sellers’ Representative’s, as applicable, executive officers, (collectively, the “Senior Executive Officers”), as the case may bewhich will include any officer with a title of President, which shall include the titles of Chief Executive OfficerManaging Director, Vice President, General Counsel, Chief Financial OfficerSecretary, President of Executive Vice President, as the Escrow Agent may selector Treasurer. Such Senior 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient may apply any of the Escrow SharesFund for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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 the Escrow Shares, including but not limited to any Joint Written Instruction 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 other electronic transmission (including by an e-mailmail 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 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 eQualified E-mail) Mail at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including eQualified E-mail)Mail, the Escrow Agent is authorized to shall seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent or LPHL (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instruction.
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 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent (collectively, the “Senior Officers”), as the case may be, , which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a 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 the Escrow Shares, including any 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Indemnified Party Representative (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a 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 the Escrow Sharesdistribution, including any 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 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 Purchaser and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Purchaser (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient receipt of the Escrow Shares, as designated in a 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, 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 or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Seller’s or Buyer’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General CounselPresident, Chief Financial Officerany Vice-President, President of Executive Vice PresidentTreasurer or Secretary, as the Escrow Agent may select. Such Senior Officer “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 parties hereto acknowledge that the Escrow Agent is authorized 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 deliver identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFund for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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.
Appears in 1 contract
Sources: Escrow Agreement (Walter Investment Management 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Seller’s or Purchaser’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General CounselPresident, Chief Financial Officerany Vice-President, President of Executive Vice PresidentTreasurer or Secretary, as the Escrow Agent may select. Such Senior Officer “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 parties hereto acknowledge that the Escrow Agent is authorized 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 deliver identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFund for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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.
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 108.11(a), any instructions setting forth, claiming, containing, objecting to, to or in any way related to the transfer or distribution of the Escrow SharesEscrowed Shares or Escrowed Cash, including but not limited to any Joint Written Instruction 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 or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 by the Escrow Agent given, whether in writing or by facsimile or otherwise, for the Merger Parties or as repetitive funds transfer instructions or Shares Transfer Instructions for any other electronic transmission (including e-mail)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 Exhibit C heretoSchedule 1 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company executive officers (collectively, the “Senior Executive Officers”)) of Acquiror or the general partners that ultimately control the Stockholders, as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentCounsel and Secretary, as the Escrow Agent may select. Such Senior 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 parties hereto 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 Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instructionthese security procedures are commercially reasonable.
Appears in 1 contract
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 the Escrow Sharesdistribution, including any Joint Written Instruction transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement6, 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C heretoSchedule 1, 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 on Exhibit Cin Schedule 1, 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 Buyer and/or Seller’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice PresidentOfficer or similar other titles, as the Escrow Agent may select. Such Senior 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) The parties hereto acknowledge Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by Seller in writing.
(d) Buyer acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Buyer or any address provided in a Joint Written InstructionBuyer Claim Notice.
(e) The Parties and the Escrow Agent acknowledge that the security procedures set forth in this Section 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 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s or the Dealer Manager’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive OfficerManager of the Company’s general partner (for the Company) or Senior Vice President for the Dealer Manager, General Counsel, Chief Financial Officer, President of Executive Vice Presidentor in each case more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to deliver the identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 1011, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Escrowed 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Buyer’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Sellers acknowledges that the Escrow Agent is authorized to deliver the Escrow Escrowed Shares to the custodian account of a or recipient of designated by the Sellers in writing. Buyer acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrowed Shares to the address provided for notice to Buyer or any address provided in a Joint Written InstructionClaims Notice.
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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesEscrowed Funds, 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 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 given, whether in writing or by the Escrow Agent by facsimile or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoSchedule II 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 on Exhibit CSchedule II, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company or the Stockholder Representative’s executive officers (collectively, the “Senior Executive Officers”), as which shall include, in the case may beof Stockholder Representative, which shall include those persons with the titles of General Counsel or Chief Executive OfficerFinancial Officer and, in the case of the Company, those persons with the titles of General Counsel, Counsel or Chief Financial Officer, President of Executive Vice Presidentin each case, as the Escrow Agent may select. Such Senior 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.
(cb) The parties hereto 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 deliver 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 Shares to Agent for one or more beneficiaries where only the custodian account of a recipient 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 SharesAgent 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 or the Stockholder Representative agree that such Standing Settlement Instructions shall be effective as designated 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 a Joint Written Instructionthis Section 24 are commercially reasonable.
Appears in 1 contract
Sources: Merger Agreement (Polymer Group Inc)
Security Procedures. In the event funds transfer instructions are given (a) Notwithstanding anything to other than in writing at 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 time of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 execution of this Agreement, may be given to the Escrow Agent only as indicated in this Section 8 above), whether in writing, by confirmed facsimile telecopier or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow 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 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on ("Exhibit C C") hereto, 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 Exhibit C. The undersigned is authorized to certify that the signatories on Schedule 1 are authorized signatories. 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 on in Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company your executive officers, (collectively, the “Senior "Executive Officers”"), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice Presidentof______________________, as the Escrow Agent may select. Such Senior Officer "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 Buyer or Seller to identify (ci) 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. The parties hereto to this Agreement acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instructionthese security procedures are commercially reasonable.
Appears in 1 contract
Sources: Share Purchase Agreement (KFX 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both shall not be required to receive written instructions from make any disbursements until such representative has been contacted. The Escrow Agent and seek confirmation of such instructions the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by officers of Buyer or Seller to identify (i) the Company beneficiary, (collectivelyii) the beneficiary’s bank, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the or (iii) an intermediary bank. The Escrow Agent may select. Such Senior Officer shall deliver to apply any of the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be escrowed funds for any 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 parties hereto acknowledge Buyer acknowledges that the Escrow Agent is authorized to deliver 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: Bank name: Bank of America Bank Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ABA number: XXXXXXXXX Account name: Jacobs Technology Account number: XXXXXXXXXX
(c) Seller acknowledges that the Escrow Shares 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 be given to the custodian account Escrow Agent for one or more beneficiaries of a recipient 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 Seller shall deliver to Escrow SharesAgent 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 funds transfer instructions of Buyer or Seller, as designated applicable, without requiring a verifying call-back as set forth in a Joint Written InstructionSection 11(a), 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 the Escrow Shares, including any Joint 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 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 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 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 facsimile telecopier or other electronic transmission (including e-mail)otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoSchedule 1 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company your executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer “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 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 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 hereto to this Escrow Agreement acknowledge that these security procedures are commercially reasonable. All person(s) designated to give funds transfer instructions to the Escrow Agent is authorized are indicated in Schedule 1 hereof. This schedule may be amended from time to deliver time by written notice to the Escrow Shares to Agent from the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instructionapplicable 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesEscrowed 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 or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 or other electronic transmission (including e-mail), telecopier the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s or Canaccord’s executive officers (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 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 hereto to this Agreement acknowledge that these security procedures 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 deliver use the Escrow Shares following funds transfer instructions to the custodian account 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 a recipient of the Escrow Shares, as designated in a Joint Written Instruction.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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoSchedule 1 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 on Exhibit CSchedule 1 of this Escrow Agreement, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Equityholders’ Representative’s or the Buyer’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer “Executive 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 parties hereto acknowledge Equityholders’ Representative acknowledges that the Escrow Agent is authorized to deliver 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(a) of this Escrow Agreement. The Buyer acknowledges that the Escrow Shares Agent is authorized to use the following funds transfer instructions to disburse any funds due to the custodian 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 of a recipient of the Escrow Shares, as designated in a Joint Written Instruction.information: Bank name: Bank Address: ABA number: Account name: Account number:
Appears in 1 contract
Sources: Merger Agreement (International Rectifier Corp /De/)
Security Procedures. In the event funds transfer instructions are given (a) Notwithstanding anything to other than in writing at 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 time of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 execution 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 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 and the Sponsor by the Escrow Agent as indicated in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number.
(b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mailSchedule 1 attached hereto), whether in writing, by telecopier 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 Exhibit C heretoSchedule 2 hereto ("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 on Exhibit Cin Schedule 2, the Escrow Agent Trustee is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Beneficiary's executive officers, (collectively, the “Senior "Executive Officers”"), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice Presidentof______________________, as the Escrow Agent Trustee may select. Such Senior Officer "Executive 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 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 hereto to this Agreement acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instructionthese security procedures 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, 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 executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Stockholder Representatives acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by the Stockholder Representatives in writing. Purchaser acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Joint Written InstructionClaims 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Issuer’s or Sponsor’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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.
(cb) The parties hereto acknowledge Issuer acknowledges that the Escrow Agent is authorized to deliver 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 Shares 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 custodian account of a recipient 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 SharesAgent 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 designated the funds transfer instructions of each of the Co-Issuers, without requiring a verifying call-back as set forth in a Joint Written InstructionSection 11(a), whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Seller’s or Purchaser’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General CounselPresident, Chief Financial Officerany Vice-President, President of Executive Vice PresidentTreasurer or Secretary, as the Escrow Agent may select. Such Senior Officer “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 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.
(cb) The parties hereto acknowledge Seller acknowledges that the Escrow Agent is authorized to deliver 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 Shares Agent is authorized to use the custodian 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 of a recipient of information: Bank name: Bank Address: ABA Number: Account name: Account number:
(c) The Parties acknowledge that the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 Earnout 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 and the Sponsor 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 transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Ctime, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of PubCo’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Legal Officer and Chief Financial Officer, President of Executive Vice President, as the Earnout Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis Section 11 are commercially reasonable.
Appears in 1 contract
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 the Escrow SharesPayment Account, including any Joint Written Instruction permitted pursuant to must be in writing or set forth in PDF, executed by the 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 or other electronic transmission (including e-mail) and no instruction from a Party for or related to the transfer or distribution of the Escrow Shares, 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 other electronic transmission (including e-mail) as a PDF attached to an email only at the fax number or e-mail email address provided to set forth in Section 19 (or for the Company and the Sponsor 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 facsimile or other electronic transmission (including e-mail)Parties, 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 Exhibit C 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of confirm such instructions by officers of the Company (collectivelytelephone call-back. Agent, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, any 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 parties hereto Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the Escrow internet, and the Parties hereby agree that the Agent is authorized to deliver not liable for such risks absent the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written InstructionAgent’s gross negligence or willful misconduct. The Parties acknowledge that these security procedures are commercially reasonable.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10If notices, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any Joint Written Instruction permitted (pursuant to Section 4 of this Agreementa Depositor Direction or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch 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 Depositor’s executive officers of the Company (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General CounselPresident, Chief Financial Officer, President of Executive Vice PresidentChief Legal Officer or Secretary or more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 officerExecutive Officer(s). The Parties hereby acknowledge and agree that the security procedures set forth above are commercially reasonable.
(cb) The parties hereto acknowledge that the Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Parties to deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of Escrow Shares to the custodian account of a recipient of the Escrow Sharesfor any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, 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 executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, General Counsel, Officer and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by Seller in writing. Purchaser acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Joint Written InstructionClaims Notice.
Appears in 1 contract
Sources: Escrow Agreement (CytoDyn 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectivelyTuatara(collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, Secretary, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge Tuatara acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated by Tuatara in a Joint Written Instructionwriting.
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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Buyer’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Each Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by Sellers’ Representative in writing. Buyer acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Buyer or any address provided in a Joint Written InstructionClaims Notice.
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 the Earnout Shares or Earnout Units or any cash dividends held in the Escrow SharesAccount, including but not limited to any Joint Written Instruction transfer instructions that may otherwise be set forth in Instructions permitted pursuant to Section 4 5 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) 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 SharesAccount, 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) mail at the number or e-mail address provided to the Company Issuer and the Sponsor 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 transfer instructions Instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions Instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions the Instructions from and seek confirmation of such instructions Instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice PresidentPresident of the Issuer and Falcon’s (collectively, the “Senior Officers”) as the Escrow Agent may select. Such 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 parties hereto Issuer, Falcon’s and the Earnout Participants acknowledge that 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 the Escrow Shares Account to be released to an Earnout Participant to the custodian account of a recipient of the Escrow Shares, as designated by such Earnout Participant in a Joint Written Instructionwriting.
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 the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 Earnout 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 and the Sponsor 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 transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Ctime, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of Stockholder Representative’s or Parent’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice Presidentapplicable, as the Earnout Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis Section 11 are commercially reasonable.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Big Cypress Acquisition Corp.)
Security Procedures. In the event funds transfer instructions are given (a) Notwithstanding anything to other than in writing at the contrary time of execution of this Escrow Agreement, as set forth indicated in Section 1010 above), any instructions setting forthwhether in writing, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any Joint 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 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 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoschedule 1 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Parties' executive officers (collectively, the “Senior "Executive Officers”"), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive or Vice President, as the Escrow Agent may select. Such Senior Officer "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 a party to identify (a) the beneficiary, (b) the beneficiary's bank, or (c) an intermediary bank. The parties hereto 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 acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instructionthese security procedures are commercially reasonable.
Appears in 1 contract
Sources: Put Option Agreement (Hudson Bay Capital Management, L.P.)
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 the Escrow Sharesdistribution, including any 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 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 Parent and the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient receipt of the Escrow Shares, as designated in a 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 the Escrow Sharesfunds, including any but not limited to the Joint Written Instruction permitted pursuant to 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) email and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 or other electronic transmission (including e-mail)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 Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call‑back to any one or more of the Company Parties’ respective executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge Company acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of designated by the Escrow Shares, as designated Company in a Joint Written Instructionwriting.
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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Purchaser’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by the Seller in writing. Purchaser acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Joint Written InstructionClaims Notice.
Appears in 1 contract
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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesAmounts, 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 Sponsor 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 or other electronic transmission (including e-mail)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 Exhibit C 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 on Exhibit Cin Schedule 2 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 Representative’s (as applicable) executive officers of the Company (collectively, the “Senior Authorized Officers”), as the case may be, which shall include the titles of, in the case of Chief Executive OfficerPurchaser, General CounselTreasurer and Vice President and Senior Legal Counsel and, Chief Financial Officerin the case of the Representative, President, Vice President of Executive Vice Presidentand Secretary, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Purchaser acknowledges that the Escrow Agent is authorized to deliver 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 Shares Agent is authorized to use the following funds transfer instructions to disburse any funds due to the custodian account of Representative under this Agreement without a recipient of the Escrow Shares, verifying call-back as designated set forth in a Joint Written InstructionSection 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 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Contingent Consideration Shares, including any 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 Contingent 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Contingent Consideration Shares to the custodian account of a recipient of the Escrow Contingent Consideration Shares, as designated in a 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, 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 senior officers of the Company Sphere (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge Sphere acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of the Escrow Shares, as designated by Sphere in a Joint Written Instructionwriting.
Appears in 1 contract
Sources: Escrow Agreement (Sphere 3D 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Purchaser’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Sellers’ Representative acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by the Sellers’ Representative in written. Purchaser acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Joint Written InstructionClaims 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 the Escrow Sharesdistribution, including but not limited to any transfer instructions that may otherwise be set forth in a Joint Written Instruction 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 SharesConsideration, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit CSchedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent and Purchaser (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares Consideration to the custodian account of a recipient of the Escrow Shares, as designated by Parent in a Joint Written Instructionwriting.
Appears in 1 contract
Sources: Escrow Agreement (Ruiz John Hasan)
Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant 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 the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s or the Dealer Manager’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive OfficerManager of the Company’s general partner (for the Company) or Senior Vice President for the Dealer Manager, General Counsel, Chief Financial Officer, President of Executive Vice Presidentor in each case more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 Earnout 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 and the Sponsor 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 transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Ctime, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of PubCo’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Legal Officer and Chief Financial Officer, President of Executive Vice President, as the Earnout Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge [ ] acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated by [ ] in a Joint Written Instructionwriting.
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 the Escrow Sharesdistribution, including but not limited to any transfer instructions that may otherwise be set forth in a Joint Written Instruction 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 SharesConsideration, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit CSchedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Guarantors (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares Consideration to the custodian account of a recipient of designated by the Escrow Shares, as designated Guarantors in a Joint Written Instructionwriting.
Appears in 1 contract
Sources: Escrow Agreement (Ruiz John Hasan)
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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Cobalt or Z North Sea’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive OfficerPresident, General Counsel, Chief Financial Officer, President of Executive Senior Vice President, Treasurer or Assistant Treasurer, as the Escrow Agent may select. Such Senior Officer “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 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.
(cb) The parties hereto acknowledge Cobalt acknowledges that the Escrow Agent is authorized to deliver 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 Shares 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 custodian account of a recipient 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 SharesAgent 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 designated 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 Parties acknowledge that the security procedures set forth in a Joint Written Instructionthis Section 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 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Escrowed Earnout Shares, including but not limited to any Joint Written Instruction 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 Escrowed 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1 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 to any one or more of DraftKings’ executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Legal Officer and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto 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 is authorized to deliver or the Escrow Shares to 104H Trustee in accordance with the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instructionterms hereof and ignore all others.
Appears in 1 contract
Security Procedures. (a) Notwithstanding anything If notices, instructions (pursuant 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 the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch 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 Depositor’s or Recipient’s executive officers of the Company (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentGeneral Counsel or more senior thereto, or any person authorized by the Chief Financial Officer or General Counsel, as the Escrow Agent may select. Such Senior Officer Executive 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 officerExecutive Officer(s). The Parties hereby acknowledge and agree that the security procedures set forth above are commercially reasonable.
(cb) The parties hereto acknowledge that the Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Parties to deliver the identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of Escrow Shares to the custodian account of a recipient of the Escrow Sharesfor any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any Joint 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 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 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 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 facsimile or other electronic transmission (including e-mail)telecopier, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoSchedule 4 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 on Exhibit CAuthorized Representatives, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to the Stockholders’ Representative or any one or more of the Company managers of the Parent (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, ) as the Escrow Agent may select. Such Senior Officer Executive 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.
(c) . The parties hereto acknowledge that the Escrow Agent is authorized 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 deliver identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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 these security procedures 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesEquity Contribution, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 Equity Contribution for any 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Issuer’s or Sponsor’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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.
(cb) The parties hereto acknowledge Issuer acknowledges that the Escrow Agent is authorized to deliver 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 Shares 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 custodian account of a recipient 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 SharesAgent 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 designated the funds transfer instructions of each of the Co-Issuers, without requiring a verifying call-back as set forth in a Joint Written InstructionSection 11(a), whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The 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 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 3, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Purchaser (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentChief Operating Officer, and Chief Administrative Officer, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instruction.
Appears in 1 contract
Sources: Plan of Merger and Equity Purchase Agreement (RumbleON, 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 the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 Earnout 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 and the Sponsor 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 transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Ctime, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of PubCo’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Legal Officer and Chief Financial Officer, President of Executive Vice President, as the Earnout Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAssets, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Purchaser's executive officers, (collectively, the “Senior "Executive Officers”"), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Seller Representative acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Assets to the custodian account of a or recipient of designated by Seller Representative in writing. Purchaser acknowledges that the Escrow Shares, as Agent is authorized to deliver the Escrow Assets to the account or recipient designated by Purchaser in writing or any address provided in a Joint Written InstructionClaims Notice.
Appears in 1 contract
Sources: Share Purchase Agreement (EnerSys)
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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 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 and the Sponsor by 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Purchaser and Members’ Representative (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instruction.
Appears in 1 contract
Sources: Share Escrow Agreement (BurgerFi International, Inc.)
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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Escrowed 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Whole Earth Brands, Inc. (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instruction.
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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge Company acknowledges that the Escrow Agent is authorized to either (i) deliver the Escrow Shares to the custodian account of a recipient of designated by the Company in writing, or (ii) return the Escrow Shares, as designated Shares to the Company for cancellation in a Joint Written Instructionaccordance with written instructions provided by the Company pursuant to Section 3.
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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Buyer or Seller’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President[______________________], as the Escrow Agent may select. Such Senior Officer “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 parties hereto acknowledge that the Escrow Agent is authorized 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 deliver identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow Sharesescrowed funds for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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.
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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 9 and as further evidenced by a confirmed transmittal to that number.
(b) . In the event transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge . Parent acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a or recipient of the Escrow Shares, as designated by Parent or Stockholder Representative in a Joint Written Instructionwriting.
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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Seller or Buyer’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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.
(cb) The parties hereto acknowledge Seller acknowledges that the Escrow Agent is authorized to deliver 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 Shares Agent is authorized to use the custodian 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 of a recipient of information:
(c) The Parties acknowledge that the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesfunds, including any but not limited to the Joint Written Instruction permitted pursuant to 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) email and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 email at the email address) provided to the Company and the Sponsor 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 or other electronic transmission (including e-mail)email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Parties’ respective executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, 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 Stockholders’ Representative’s or Purchaser’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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) The parties hereto acknowledge Purchaser acknowledges that the Escrow Agent is authorized to deliver 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 Shares to Agent for one or more beneficiaries where only the custodian account of a recipient 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 SharesAgent 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 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 designated the funds transfer instructions of each of the Parties, without requiring a verifying call-back as set forth in a Joint Written InstructionSection 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 the Escrow Shares, including any Joint 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 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 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 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 facsimile telecopier or other electronic transmission (including e-mail)otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoschedule 2 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 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Purchaser's executive officers, (collectively, the “Senior "Executive Officers”"), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice Presidentand Treasurer, as the Escrow Agent may select. Such Senior Officer "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 Sellers to identify (ci) 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. The parties hereto to this Escrow Agreement acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instructionthese security procedures 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto Founders acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of designated by the Escrow Shares, as designated Founders in a Joint Written Instructionwriting.
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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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Issuer’s or Sponsor’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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.
(cb) The parties hereto acknowledge Issuer acknowledges that the Escrow Agent is authorized to deliver 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 Shares 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 custodian account of a recipient 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 SharesAgent 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 designated the funds transfer instructions of each of the Co-Issuers, without requiring a verifying call-back as set forth in a Joint Written InstructionSection 11(a), whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The Co-Issuers acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
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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 the Escrow Sharesdistribution, including including, but not limited to, any Joint Written Instruction 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) (with a copy to the other Party) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company relevant Party’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chairman, Chief Executive Officer, General CounselExecutive Vice President, Chief Financial Officer, President of Executive Vice Presidentor Principal Accounting Officer, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge . Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Fund to the custodian account of a or recipient of designated by Seller in writing. Buyer acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Fund to the address provided for notice to Buyer or any address provided in a Joint Written InstructionClaims 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Seller’s or Purchaser’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, General CounselVice President, Treasurer or Chief Financial Officer or Chief Legal Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer “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 parties hereto acknowledge that the Escrow Agent is authorized 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 deliver identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFund for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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.
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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 the Escrow Sharesdistribution, including any 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 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 Parent and the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient receipt of the Escrow Shares, as designated in 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 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Issuer’s or Sponsor’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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.
(cb) The parties hereto acknowledge Issuer acknowledges that the Escrow Agent is authorized to deliver 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 Shares 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 custodian account of a recipient 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 SharesAgent 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 designated the funds transfer instructions of each of the Co-Issuers, without requiring a verifying call-back as set forth in a Joint Written InstructionSection 11(a), whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary.
(d) The Co-Issuers acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.
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