Delivery of funds transfer instructions Sample Clauses

Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by o telephone call-back or o e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Dated this day of , 2015. By Name: Title: EXHIBIT C-2 Seller certifies that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit C-2 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of Seller and that the option checked in Part III of this Exhibit C-2 is the security procedure selected by Seller for use in verifying that a funds transfer instruction received by the Escrow Agent is that of Seller. Seller has reviewed each of the security procedures and has determined that the option checked in Part III of this Exhibit C-2 best meets its requirements; given the size, type and frequency of the instructions it will issue to the Escrow Agent. By selecting the security procedure specified in Part III of this Exhibit C-2, Seller acknowledges that it has elected to not use the other security procedures described and agrees to be bound by any funds transfer instruction, whether or not authorized, issued in its name and accepted by the Escrow Agent in compliance with the particular security procedure chosen by Seller.
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Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Trustee shall confirm funds transfer instructions by ☐ telephone call-back or ☐ email (must check at least one, may check both) to a person at the telephone number or email address designated on Part B above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Appendix N-3 APPENDIX O FORM OF BLOCKED PERIOD WITHDRAWAL CERTIFICATE TRANSOCEAN PROTEUS LIMITED BLOCKED PERIOD WITHDRAWAL CERTIFICATE PURSUANT TO SECTION 4.15 OF THE INDENTURE The undersigned, [ ___ ], as [ ___ ], of Transocean Proteus Limited, a Cayman Islands exempted company (the “Company”), pursuant to Section 4.15 of the indenture, dated as of [___________ ], 2016 (the “Indenture”), by and among the Company, the guarantors party thereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association, as trustee (in such capacity, “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), HEREBY CERTIFIES, AUTHORIZES AND INSTRUCTS, for and on behalf of the Company, and without personal liability, as follows:
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by o telephone call-back or o e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Dated this day of , 2015. By Name: Title: EXHIBIT D Acceptance Fee Waived A one-time fee for our initial review of governing documents, account set-up and customary duties and responsibilities related to the closing. This fee is payable at closing. Annual Administration Fee $ 2,500.00 An annual fee for customary administrative services provided by the escrow agent, including daily routine account management; investment transactions, cash transactions processing (including wire and check processing), disbursement of funds in accordance with the agreement, tax reporting for one entity, and providing account statements to the parties. The escrow agent reserves the right to assess a $50 tax reporting fee per payee in excess of the amount anticipated above. The administration fee is payable annually in advance per escrow account established. The first installment of the administrative fee is payable at closing. Out-of-Pocket Expenses At cost Out-of- pocket expenses will be billed as incurred at cost at the sole discretion of Xxxxx Fargo. Extraordinary Services Standard Rate The charges for performing services not contemplated at the time of execution of the governing documents or not specifically covered elsewhere in this schedule will be at Xxxxx Fargo’s rates for such services in effect at the time the expense is incurred. Assumptions This proposal is based upon the following assumptions with respect to the role of escrow agent: · Number of escrow accounts to be established: One (1) account to be established · Amount of escrow: $21,136,000.00, if the Deposit Date occurs; provided that the account will not hold a balance unless and until the Deposit Date occurs. · Term of escrow: Twelve (12) months · Number of tax reporting parties: One (1) · Number of parties to the transaction: Two (2) entities · Number of cash transactions (deposits/disbursements): Approximately five (5) · Fees quoted assumes balances invested under the escrow agreement will be held in: MMDA Terms and conditio...
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ¨ telephone call-back or ¨ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Dated this day of , 20 . By Name: Title: XXXXXXX X-0 [“ ”] certifies that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit D-2 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of [“ ”], and that the option checked in Part III of this Exhibit D-2 is the security procedure selected by [“ ”] for use in verifying that a funds transfer instruction received by the Escrow Agent is that of [“ ”]. [“ ”] has reviewed each of the security procedures and has determined that the option checked in Part III of this Exhibit D-2 best meets its requirements; given the size, type and frequency of the instructions it will issue to the Escrow Agent. By selecting the security procedure specified in Part III of this Exhibit D-2, [“ ”] acknowledges that it has elected to not use the other security procedures described and agrees to be bound by any funds transfer instruction, whether or not authorized, issued in its name and accepted by the Escrow Agent in compliance with the particular security procedure chosen by [“ ”].
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ¨ telephone call-back or ¨ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Dated this day of , 2013. By Name:
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ¨ telephone call-back or ¨ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Dated this day of , 20 . By Name: Title: XXXXXXX XXXXXX XXXX. XX 0000 NOTES ESCROW EXHIBIT F Agency and Custody Account Direction For Cash Balances Xxxxx Fargo Institutional Money Market Account Direction to use the following Xxxxx Fargo Institutional Money Market Account for Cash Balances for the escrow account or accounts (the “Account”) established under the Escrow Agreement dated as of December 18th, 2014, by and among Kindred Healthcare, Inc., a Delaware corporation (the “Company”), Kindred Escrow Corp. II, a Delaware corporation (the “Escrow Issuer”), Xxxxx Fargo Bank, National Association, as trustee under the Indenture (as defined below) (the “Trustee”), Xxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”) and Xxxxx Fargo Bank, National Association, as securities intermediary (the “Intermediary”). You are hereby directed to deposit, as indicated below, or as I shall direct further in writing from time to time, all cash in the Account(s) in the following money market deposit account of Xxxxx Fargo Bank, National Association: Xxxxx Fargo Institutional Money Market Account (IMMA) I understand that amounts on deposit in the IMMA are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (FDIC), in the basic FDIC insurance amount of $250,000 per depositor, per insured bank. This includes principal and accrued interest up to a total of $250,000. I acknowledge that I have full power to direct investments of the Account. I understand that I may change this direction at any time and that it shall continue in effect until revoked or modified by me by written notice to you. KINDRED HEALTHCARE, INC. Authorized Representative [DATE] KINDRED ESCROW CORP. II 2023 NOTES ESCROW SCHEDULE I Authorized Representatives of the Company Name Title Specimen Signature Xxxxxxx Xxxxxx Executive Vice President, Chief Financial Officer Xxxx X. Xxxxxxxx Senior Vice President and Chief Accounting Officer Xxxx X. Xxxxxxx Senior Vi...
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ☐ telephone call-back or ☐ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Dated this [__] day of [ ], 2013. SELLER BLACK HAWK ENERGY SERVICES, INC. By: Name: Title: Schedule III Fee Schedule Acceptance Fee $[________] A one time fee for our initial review of governing documents, account set-up and customary duties and responsibilities related to the closing. Additionally, the Acceptance Fee may be assessed for short closing timeframes, for review of non-standard agreements, for extended USAPATRIOT Act review related to the parties or for a high number of parties executing the agreement. Additionally, the escrow agent reserves the right to charge a review fee for the USA Patriot Act review of foreign entities, or US subsidiaries controlled by a foreign parent, shall be $1,000 per entity being reviewed. The acceptance fee or review fees, if any, are payable at closing. Annual Administration Fee $[_________] An annual fee for customary administrative services provided by the Escrow Agent, including daily routine account management; investment transactions; cash transactions processing (including wire and check processing); disbursement of funds in accordance with the agreement; tax reporting for one entity; and providing account statements to the parties. The administration fee is payable annually in advance and is not subject to proration. The first installment of the Annual Administrative Fee is payable at closing. Transaction Fees See Below A transaction fee of $75 shall be assessed upon each occurrence of an open market security trade, or for money market fund trades outside of the Wxxxx Fargo Advantage Family of Funds, or the Wxxxx Fargo Money Market Demand Account. In the event multiple investment vehicles are required over the standard of one (including but not limited to multiple investments in money market funds and/or the Wxxxx Fargo Advantage Family of Funds), an additional fee of $500 per investment vehicle shall be assessed. Out-of-pocket expenses At cost Out of pocket expenses will be billed as incurred at cost at the sole discretion of ...
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Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ¨ telephone call-back or ¨ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. [Signature Page Follows] Dated this ____ day of ___________, 20__. ENERGY SPECTRUM PARTNERS VI LP By: Energy Spectrum Capital VI LP, its general partner By: Energy Spectrum VI LLC, its general partner By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Managing Director COSTAR MIDSTREAM ENERGY, LLC. By: /s/ Kxxxx Xxxxxxxx Name: Kxxxx Xxxxxxxx Title: Manager EXHIBIT D-1 FORM OF FIRST RELEASE INSTRUCTIONS First Release Instructions [Date] Wxxxx Fargo Bank, NA [Address] [Address] Attention: [ ] Re: Release of units representing limited partnership interests (“Common Units”) of American Midstream Partners, LP (“AMID LP”) Ladies and Gentlemen: Reference is made to that certain Escrow Agreement, dated as of October __, 2014, by and among Costar Midstream Energy, LLC, a Texas limited liability company, Energy Spectrum Partners VI LP, a Delaware limited partnership, American Midstream, LLC, a Delaware limited liability company, and Wxxxx Fargo Bank, National Association, as Escrow Agent (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement. Pursuant to Section 1.3(b)(i) of the Agreement, you are hereby directed to mail, via overnight delivery service, (i) certificate number [__], in the name of Costar Midstream Energy, LLC, representing [_________] Common Units, (ii) certificate number [__], in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units and (iii) the instruction letter from AMID LP set forth as Attachment A hereto (“Instruction Letter”) to: [Transfer Agent] [Address] [Address] Attention: [________] Upon [Transfer Agent’s] processing of the instructions set forth in the Instruction Letter, you shall receive from the Transfer Agent:
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by q telephone call-back or q e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Dated this ____ day of ___________, 20__. By ________________________________________ Name: Title: XXXXXXX X XXXX XX XXXXXX XXXXX EXHIBIT E LIST OF MANAGEMENT MEMBERS SUBJECT TO LOCK-UP LETTER
Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ¨ telephone call-back or ¨ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above. Dated this day of March, 2015. By Name: Title: EXHIBIT C FEES OF ESCROW AGENT [to be provided] Schedule I Wire Instructions for Seller Representative and Buyer Seller Representative [Insert Seller Representative payment instructions] Buyer [Insert Buyer payment instructions] EXHIBIT F FORM OF TITLE INSURANCE POLICY EXHIBIT “F” - FORM OF OWNER’S POLICY OF TITLE INSURANCE Policy Number OX Issued by Old Republic National Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Florida corporation (the “Company”) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:
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