Authority of Escrow Agent. Escrow Agent is authorized to, and shall:
Authority of Escrow Agent. The Escrow Agent is authorized to, and shall:
(A) pay and charge Buyer for any Escrow Costs payable under Section
(B) pay and charge the City for the premium of the Title Policy and any Additional Endorsements requested by the City as set forth in Section 201.2 hereof and, if applicable, pay and charge Buyer for any upgrade of the Title Policy pursuant to Section 201.2 hereof;
(C) disburse funds and record and deliver to Buyer the Quitclaim Deed when both City’s Conditions Precedent and Buyer’s Conditions Precedent to the Closing are satisfied or waived in writing by the Party for whom the condition was established, provided, however, that funds deposited as part of the Purchase Price shall not be disbursed by the Escrow Agent unless and until the Escrow Agent has recorded the Resolution and Quitclaim Deed and delivered the Title Policy to Buyer;
(D) insert appropriate amounts and the date of the Closing in documents deposited by the Parties in the Escrow;
(E) do such other actions as necessary to fulfill the Escrow Agent’s obligations under this Agreement, including, if applicable, obtaining the Title Policy and recording any instrument delivered through Escrow if necessary and proper in the issuance of the Title Policy;
(F) within the discretion of the Escrow Agent, direct City and Buyer to execute and deliver any instrument, affidavit or statement, and to perform any act reasonably necessary to comply with the provisions of FIRPTA and any similar state act or regulation promulgated thereunder. City agrees to execute a Certificate of Non-Foreign Status by individual transferor, a Certificate of Compliance with Real Estate Reporting Requirement of the 1986 Tax Reform Act and/or a California Franchise Tax Board Form 590 or similar form to
(G) 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 and/or withholding are provided for or required by law; and
(H) prepare and deliver to City and Buyer for their review and approval prior to the Closing a settlement statement; and
(I) record a Resolution vacating a public street for a portion of West Cerritos Avenue (the Site) immediately prior to the recordation of the Quitclaim Deed.
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. 7.1 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.
7.2 The Escrow Agent, shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including but not limited to items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and the items amending the terms of this Agreement.
7.3 The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and shall incur no liability and shall be fully protected in act and in accordance with the advise of such counsel.
7.4 In the event of any disagreement between any of the parties to this Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that the Escrow Agent, in good faith, shall be in doubt as to what action it should take, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists and in any such event the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (I) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order or judgment, decree or levy of any court, whether with or without jurisdiction, and the Escrow Agent is hereby authorized in its sole discretion, to comply with and obey (and shall have no liability to any person or party so doing) any such orders, judgments, decrees or levies which the Escrow Agent is advised by legal counsel of its own choosi...
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:
3.1 If subscriptions for 50,000-300,000 shares ($250,000- $1,500,000) or more have been received during the Initial Offering Period (as defined in paragraph 3.6 below), all property deposited in the Escrow Account (excluding all interest accumulated on the Proceeds paid to subscribers pursuant to paragraph 3.2 below) shall as soon as practicable be paid over and delivered to the Issuer upon its written request, upon the certification by the Issuer to the Escrow Agent that subscriptions aggregating not less than such 50,000-300,000 shares ($250,000- $1,500,000) minimum have been received and accepted, and upon certification by the Escrow Agent to the Issuer that the Escrow Agent has received not less than such $250,000 minimum in good clear funds for deposit in the Escrow Account.
3.2 If such subscriptions for 50,000-300,000 shares ($250,000- $1,500,000) or more have not been received within the Offering Period (as defined in paragraph 3.6 below), prompt remittance (within 10 days following termination of the offering) of the Proceeds deposited in the Escrow Account shall be made by the Escrow Agent to the subscribers at their respective addresses shown on the list of subscriber names, addresses and social security numbers delivered to the Escrow Agent pursuant to paragraph I in the amounts shown thereon and without deductions of any kind or character. Additionally, any interest which shall be accrued on the Proceeds during the period of this Agreement shall concurrently be paid to the subscribers in proportion to their respective subscriptions (taking into account time of deposit and amount).
3.3 Prior to delivery of the escrowed Proceeds to the Issuer as described above, the Issuer shall have any title to or interest in the Proceeds on deposit in the Escrow Account or in any interest earned thereon and such Proceeds and interest shall under no circumstances be subject to the liabilities or indebtedness of the Issuer.
3.4 The Escrow Agent shall not be responsible for investment management of the subscription funds deposited with it. Instead, the Issuer shall cause all Proceeds deposited with it pursuant to this Agreement to be maintained and invested as the Issuer shall from time to time direct by written instrument delivered to the Escrow Agent, in certificates of deposit, savings accounts (of banks i...
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/or in satisfaction of Parent's set-off rights to recovery for the Xxxxxxx Holdback Amount, and/or in satisfaction of Parent's right to give effect to a net operating assets adjustment, 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. 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. Escrow Agent is authorized to, and shall:
(a) Pay and charge Developer for the premium of the Developer’s Title Policy and the Authority’s Title Policy (including both an owner’s policy and a lender’s policy, both with requested endorsements), and any endorsements thereto requested by Developer and/or Authority and any amount necessary to place title in the condition necessary to satisfy this Agreement;
(b) Pay and charge Developer for one-half of all Escrow fees
(c) Pay and charge Authority for one-half of all Escrow fees and charges and all documentary transfer taxes associated with the Ground Lease for Phase I;
(d) Verify proper and complete execution of the Authority Promissory Note and verify proper and complete execution of and record the Authority Deed of Trust, Grant Deed, Memorandum of Ground Lease, Regulatory Agreement, Notice of Affordability Restrictions, and Request for Notice of Default upon Closing; and
(e) Do such other actions as necessary, including obtaining any Developer and Authority title insurance, required to fulfill the parties’ obligations under this Agreement.
Authority of Escrow Agent. The Escrow Agent is authorized to, and shall:
a. pay and charge Developer for any Escrow Costs payable under b. pay and charge Authority any amount necessary to place title in the condition necessary to satisfy Section 4.3.5;
Authority of Escrow Agent. The Escrow Agent is authorized to, and shall:
(A) pay and charge Developer and Agency for any Escrow Costs payable under Section 404.4 of this Agreement;
(B) pay and charge Developer for the cost of drawing the deed, recording fees, notary fees and any state, county or local documentary transfer fees incurred with respect to the Marketplace Site/500 S. Anaheim Blvd. Site;
(C) pay and charge Agency any amount necessary to place title in the condition necessary to satisfy Section 404.5 of this Agreement;
