Authority of Escrow Agent. The Escrow Agent is authorized to, and shall:
Authority of Escrow Agent. The Escrow Agent shall collect, hold, deal with and dispose of the Proceeds and any other property at any time held by it hereunder in the following manner:
Authority of Escrow Agent. 6.1 The Escrow Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Agreement only in accordance with the provisions of Section 4 above.
Authority of Escrow Agent. When the Applicable Conditions Precedent have been fulfilled or waived by the party for whose benefit such conditions are imposed, Escrow Agent is authorized to, and shall, with respect to Each Closing:
Authority of Escrow Agent. Parent and the Stockholder Representative, by execution and delivery of this Escrow Agreement, constitute and appoint the Escrow Agent as their true and lawful agent and attorney-in-fact to assign and transfer the Escrow Shares and Escrow Share Distributions related thereto and the Set-Off Shares and the Set-Off Share Distributions related thereto, for and on behalf of Parent and the Stockholder Representative, respectively, and in the name, place and stead of Parent and the Stockholder Representative, respectively, as fully and to all the same extent as Parent or the Stockholder Representative, respectively, could do on their own behalf, as shall from time to time be required in accordance with the provisions of this Escrow Agreement. In furtherance of the foregoing and not in limitation thereof, the Escrow Agent is specifically authorized to forward any of the Escrow Shares, the Set-Off Shares, any Distributions related thereto, or any other property constituting a part of the Escrow Shares and the Set-Off Shares pursuant to this Escrow Agreement to (i) Parent in satisfaction of the Stockholders' indemnification obligations in the Merger Agreement, and/or payment obligations of the Stockholders in the Merger Agreement and under Section 9(b) hereof, and/or in satisfaction of Parent's set-off rights to recovery for the Xxxxxxx Holdback Amount pursuant to Section 5.21 of the Merger Agreement, and/or in satisfaction of Parent's right to give effect to a Net Operating Assets Adjustment pursuant to Section 2.3 of the Merger Agreement, if any, and as may be necessary to accomplish the intent and purposes of this Escrow Agreement, or (ii) provided Parent has no outstanding claims for indemnification, the Exchange Agent for purposes of having any such consideration or other property delivered to the respective Stockholders in accordance with the terms of the Exchange Agreement. Such authority of the Escrow Agent shall not be affected by the subsequent bankruptcy, insolvency, death, disability or incompetence of Parent or the Stockholder Representative, respectively.
Authority of Escrow Agent. When the Conditions Precedent have been fulfilled or waived by the party for whose benefit such conditions are imposed, Escrow Agent is authorized to, and shall, with respect to the Closing: Pay and charge Developer and City for their respective shares of the premium of the Title Policy and any endorsements thereto as set forth in Section 204. Pay and charge Developer and City for their respective shares of any escrow fees, charges, and costs payable under Section 202.1 of this Agreement. Disburse funds, deliver and record in the following order of priority: the Operations, Maintenance and Monitoring Plan, the Grant Deed and Environmental Restriction, and Assignment of Leasehold Interest; and all deeds of trust and other security documents required by the lender providing the debt portion of the Construction Financing with instructions for the Recorder of Orange County, California to deliver conforming copies to the parties. Do such other actions as necessary to fulfill its obligations under this Agreement. Direct City to execute and deliver any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of FIRPTA and any similar state act and regulation promulgated thereunder. City agrees to execute a Certificate of Non-Foreign Status by individual transferor and/or a Certification of Compliance with Real Estate Reporting Requirement of the 1986 Tax Reform Act and comparable forms respecting the State of California as may be required by Escrow Agent, on forms to be supplied by Escrow Agent. Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-S form, and be responsible for withholding taxes, if any such forms are provided for or required by law.
Authority of Escrow Agent. Parent and the 3F Parties, by execution and delivery of this Escrow Agreement, constitute and appoint the Escrow Agent as Parent's and the 3F Parties' true and lawful agent and attorney-in-fact to assign and transfer the Deposited Shares and Distributions related thereto for Parent and the 3F Parties, respectively, and in the name, place and stead of Parent and the 3F Parties, respectively, as fully and to all the same extent as Parent or the 3F Parties, respectively, could do on their own behalf, as shall from time to time be required in accordance with the provisions of this Escrow Agreement. In furtherance of the foregoing and not in limitation thereof, the Escrow Agent is specifically authorized to forward any of the Deposited Shares or Distributions or any other property constituting a part of the Deposited Shares pursuant to this Escrow Agreement to (i) Parent as may be necessary to accomplish the intent and purposes of this Escrow Agreement, or (ii) provided Parent has no outstanding claims for indemnification, to the 3F Parties in accordance with Section 9. Such authority of the Escrow Agent shall not be affected by the subsequent bankruptcy, insolvency, death, disability or incompetence of Parent or any 3F Party.
Authority of Escrow Agent. Each Shareholder, by execution and delivery of this Agreement, and the ESOT Trustee, by execution and delivery of the ESOT Joinder Agreement, constitutes and appoints the Escrow Agent as his, her or its true and lawful agent and attorney-in-fact to hold in his, her or its name (or nominee's name), and to assign and transfer the Escrow Shares and the Escrow Fund for the ESOT Trustee and each such Shareholder and in the place and stead of the ESOT Trustee and each such Shareholder, as fully and to all the same extent as the ESOT Trustee or such Shareholder could do in his, her or its own behalf, as shall from time to time be required in accordance with the provisions of this Agreement. In furtherance of the foregoing and not in limitation thereof, the Escrow Agent is specifically authorized to forward any certificates representing any of the Escrow Shares or any other property constituting a part of the Escrow Fund to Parent's transfer agent for purposes of having any such shares or other property surrendered to Parent as may be necessary to comply with the terms of this Agreement. Such authority of the Escrow Agent shall not be affected by the subsequent bankruptcy, insolvency, death, disability or incompetence of any of the Shareholders.
Authority of Escrow Agent. The Escrow Agent hereby agrees to act as escrow agent and hold, transfer and deliver the securities and other property held in the Escrow Account (as defined in Section 3 below) in accordance with and subject to the terms and conditions of this Agreement.
Authority of Escrow Agent. Escrow Agent shall have the authority to determine, in its sole reasonable discretion, the sufficiency and validity of the items required to be provided to Escrow Agent pursuant to the terms hereof. Allen, Smith, AMHP and XxXxxx hereby agree that Escrow Agent is entitled to rely upon the ordinary meaning of the provisions of this Agreement and is fully authorized to disburse the Escrow Deposit in accordance with such provisions. The parties hereto agree that no demand by any party will be made upon Escrow Agent to refrain from disbursing the Escrow Deposit (or any portion thereof) provided Escrow Agent is disbursing same in good faith in accordance with the provisions of this Agreement. Escrow Agent shall be deemed to have acted in good faith if Escrow Agent disburses the Escrow Deposit in compliance with the instructions and directions specified herein.
