Joint Direction. Notwithstanding any other provision of this Agreement, the Escrow Agent shall promptly deliver all or any part of the Escrow Funds in accordance with the terms of a Joint Direction, unless a final order of a court of competent jurisdiction prohibits the Escrow Agent from complying with the terms thereof. Any amount distributed pursuant to this Section 1.3.4 shall be deducted from the Escrow Account.
Joint Direction. Notwithstanding anything contained herein to the contrary, Purchaser and Seller may jointly direct the Escrow Agent, in writing, to perform any action contemplated herein, and upon receipt of such joint direction, the Escrow Agent shall act in compliance therewith and have no liability to Purchaser, Seller or any third party beneficiary for such act.
Joint Direction. Except as otherwise provided in this Section 2, the Escrow Agent is authorized to disburse the Escrow Deposit only in accordance with instructions set forth in any written letter of direction executed by both Purchaser and Seller.
Joint Direction. TO: Citibank, N.A. as Escrow Agent 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxxx This certificate is issued as of the [•] day of [•], [•], pursuant to Section 4 of that certain Escrow Agreement, dated as of [•], 2021 (the “Escrow Agreement”), by and among Kaleyra Inc., a Delaware corporation (“Parent”), GSO Special Situations Master Fund LP, (the “Representative”) and Citibank, N.A., as Escrow Agent (“Escrow Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Escrow Agreement. Parent and the Representative hereby jointly instruct Escrow Agent to pay to [RECIPIENT] an amount equal to $[•] out of the Escrow Account, by wire transfer to: [INSERT WIRE INSTRUCTIONS] Each of the undersigned hereby represents and warrants that it has been authorized to execute this certificate. This certificate may be signed in counterparts. PARENT: Kaleyra Inc. By: Name: Title: REPRESENTATIVE: GSO Special Situations Master Fund LP By: Name: Title: EXHIBIT B CERTIFICATE OF RELEASE ORDER TO: Citibank, N.A. as Escrow Agent 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxxx Pursuant to, and in accordance with, Section 4 of that certain Escrow Agreement, dated as of [•], 2021 (the “Escrow Agreement”), by and among GSO Special Situations Master Fund LP, an exempted limited partnership formed under the laws of the Cayman Islands (the “Representative”), Kaleyra Inc., a Delaware corporation (“Parent”) and Citibank, N.A., as escrow agent (“Escrow Agent”), the undersigned hereby certifies to Escrow Agent and [Parent]/[Representative] that:
Joint Direction. Notwithstanding anything stated herein to the contrary, the affected parties hereto may jointly direct the Escrow Agent, in writing, to perform any action contemplated herein and upon receipt of such joint written direction, the Escrow Agent shall act in compliance therewith and be protected thereby.
Joint Direction. 4.6 Notwithstanding any other provixxxx xx this Part 4, but subject to an applicable award or decision of an arbitrator pursuant to ss.5.4, the Escrow Agent may act in accordance with a written direction executed by both Imagis and Nazerali amending the procedures set forth in this Part 4 or the Exxxxx Xxent's duties under this Agreement. Right to Use Following Release
Joint Direction. Notwithstanding the other provisions of this Section 5, if at any time Buyer and the Seller jointly execute and deliver written instructions in substantially the form of Exhibit A attached hereto (a “Joint Direction”), the Escrow Agent shall disburse from the applicable Escrow Account the amounts referred to in such Joint Direction in accordance with the instructions contained therein. The Seller and Buyer will in good faith deliver a Joint Direction upon any mutual agreement that any amounts are owed from the applicable Escrow Account pursuant to the terms of the Purchase Agreement, including pursuant to final determination of any Purchase Price adjustment pursuant to the terms of Section 3.1(b) of the Purchase Agreement.
Joint Direction. If at any time, or from time to time, prior to or on the Escrow Termination Date, the Escrow Agent receives a Joint Direction relating to the release of a portion of the Escrowed Funds, the Escrow Agent shall promptly make the disbursement specified in such Joint Direction.
Joint Direction. Notwithstanding anything else in this Escrow Agreement, the Escrow Agent may at any time release all or any portion of the Escrowed Funds from escrow in accordance with the terms of, and upon receipt of, a joint direction executed by each of AuRico and Endeavour.
Joint Direction the Company and Escrowee hereby acknowledge and agree that, except as otherwise expressly provided in this Escrow Agreement, Escrowee shall not disburse, remit or pay all or any portion of the holdings in the Escrow to any party, except upon the joint direction of both ______ and the Company.
