Authority of Escrow Agent Sample Clauses

Authority of Escrow Agent. Escrow Agent is authorized to, and shall:

Authority of Escrow Agent. (a) 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 Sections 2 and 3 above. (b) 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. (c) 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. The Escrow Agent has acted as legal counsel for the Recipients, and may continue to act as legal counsel for the Recipients, from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Company consents to the Escrow Agent in such capacity as legal counsel for the Recipients and waives any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Company understands that the Recipients and the Escrow Agent are relying explicitly on the foregoing provision in entering into this Agreement. (d) 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 agree...

Authority of Escrow Agent. The Escrow Agent is authorized to, and shall: (A) pay and charge Developer and Authority for any Escrow Costs payable under Section 304.4 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 Site; (C) pay and charge Authority any amount necessary to place title in the condition necessary to satisfy Section 304.5 of this Agreement; (D) pay and charge Authority for the premium of the Title Policy as set forth in Section 304.6 of this Agreement and charge Developer only for upgrade of the Title Policy or Additional Endorsements to the Title Policy which are requested by Developer pursuant to Section 304.6 of this Agreement (E) disburse funds and record and deliver to Developer the Grant Deed, when both Developer’s Conditions Precedent to Closing and the Authority’s Conditions Precedent to the Closing are satisfied or waived in writing by the Party for whom the condition was established; (F) insert appropriate amounts and the date of the Closing in documents deposited by the Parties in the Escrow; (G) 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; (H) within the discretion of the Escrow Agent, direct Developer and Authority 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. Authority 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 (I) 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 (J) prepare and deliver to Developer and Authority for their review and approval prior to the Closing a settlement statement.

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. 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: 2.1 If, but only if, proceeds aggregating not less than $1,000,000 have been received during the Initial Offering Period, all proceeds and other property deposited in this escrow (excluding all interest accumulated on the Proceeds paid to subscribers pursuant to paragraph 2.2 below) shall as soon as practicable be paid over and delivered to the Company upon its written request and upon the Company's certification to the Escrow Agent that subscriptions aggregating not less than ______________ Shares have been received and accepted by the Company. Any interest which shall be accrued on the Proceeds during the period of the escrow shall concurrently be paid to the Company. 2.2 If proceeds aggregating not less than $1,000,000 have not been received during the Initial Offering Period, prompt remittance of the Proceeds deposited in this escrow shall be made by the Escrow Agent to the subscribers, at their respective addresses shown on the list of subscriber names and addresses delivered to the Escrow Agent pursuant to paragraph 1 in the amounts shown thereon and without deductions of any kind or character. Any interest which shall be accrued on the Proceeds during the period of the escrow shall concurrently be paid to the subscribers pursuant to calculations and written instructions provided by the Company. 2.3 Prior to delivery of the escrowed Proceeds to the Company as described in paragraph 2.2 above, the Company shall have no title to or interest in the Proceeds on deposit in this escrow or in any interest earned thereon, and such Proceeds and interest shall under no circumstances be subject to the liabilities or indebtedness of the Company. 2.4 The Escrow Agent shall cause all Proceeds deposited in this escrow agreement to be maintained and invested as the Company shall from time to time direct by written instrument delivered to the Escrow Agent, in certificates of deposit, money market or savings accounts of the Escrow Agent which can be readily liquidated on twenty-four hours notice so that 100% of the Proceeds so deposited and interest thereon can, if necessary, be returned to subscribers in accordance with paragraph 2.2 above. In the event that 100% of the Proceeds so deposited are not realized upon such liquidation, the Company shall pay the difference into this escrow for distribution to the subsc...

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. 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.

Authority of Escrow Agent. 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. 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.