COVENANT OF PURCHASE AND SALE AND INSTRUCTIONS TO ESCROW AGENT Sample Clauses

COVENANT OF PURCHASE AND SALE AND INSTRUCTIONS TO ESCROW AGENT. In accordance with and subject to the terms and conditions of this Agreement, for and in consideration of the Purchase Price, each of the Selling Members shall sell to Buyer, and Buyer shall purchase from each of the Selling Members, one hundred percent (100%) of the Membership Interests in each of the LLCs. No later than two (2) Business Days after the Effective Date, Buyer shall deliver a copy of this Agreement to Escrow Agent, and Escrow Agent shall promptly notify Seller Representative on behalf of all of the Seller Parties, of such delivery and shall evidence its agreement to act as Escrow Agent hereunder by countersigning and delivering to Buyer and Seller Representative, on behalf of all of the Seller Parties, a copy of this Agreement. On the Closing Date, Seller Representative shall, in coordination with the Buyer, cause its accountants to close the books of the LLCs. Seller Representative shall, under its direction and control, cause a tax return to be prepared and filed for each of the LLCs for the period from January 1, 2004 through the Closing Date. Further, Buyer shall not, and shall require that the LLCs shall not, amend any tax returns filed by such LLCs with respect to any periods ending on or prior to the Closing Date. In connection with the administration of Escrow and Closing, Buyer and the Seller Parties hereby agree, and advise and instruct Escrow Agent, as follows:
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COVENANT OF PURCHASE AND SALE AND INSTRUCTIONS TO ESCROW AGENT. Upon Buyer's exercise of the Option to purchase granted in Article 2 hereof, in accordance with and subject to the terms and conditions of this Agreement, Seller shall sell and convey the Property to Buyer, and Buyer shall purchase and accept the Property from Seller, for the Purchase Price. In connection with the administration of Escrow and Closing, Buyer and Seller hereby agree, and advise and instruct Escrow Agent, as follows:
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COVENANT OF PURCHASE AND SALE AND INSTRUCTIONS TO ESCROW AGENT. In accordance with and subject to the terms and conditions of this Agreement, Seller shall sell and convey the Property to Buyer, and Buyer shall purchase and accept the Property from Seller, for the Purchase Price, subject to the prorations and credits contained herein. No later than two Business Days after the Effective Date, Buyer shall open Escrow by delivery of a copy of this Agreement to Escrow Agent together with the Deposit, and Escrow Agent shall promptly notify Seller of such delivery and shall evidence its agreement to act as Escrow Agent hereunder by countersigning and delivering to each Party a copy of this Agreement. In connection with the administration of Escrow and Closing, Buyer and Seller hereby agree, and advise and instruct Escrow Agent, as follows:
Sample 1
COVENANT OF PURCHASE AND SALE AND INSTRUCTIONS TO ESCROW AGENT. In accordance with and subject to the terms and conditions of this Agreement, Seller shall sell and convey the Property to Buyer, and Buyer shall purchase and accept the Property from Seller, for the Purchase Price. No later than ten (10) business days after the Effective Date, Seller and Buyer shall open Escrow by delivery of this Agreement to Escrow Agent, who shall evidence its agreement to act as Escrow Agent hereunder by countersigning and delivering to each Party a copy of this Agreement. In connection with the administration of Escrow and Closing, Buyer and Seller hereby agree, and advise and instruct Escrow Agent, as follows:
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COVENANT OF PURCHASE AND SALE AND INSTRUCTIONS TO ESCROW AGENT. In accordance with and subject to the terms and conditions of this Agreement, for and in consideration of the Purchase Price, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property. No later than two (2) Business Days after the Effective Date, Buyer shall deliver a copy of this Agreement to Escrow Agent, and Escrow Agent shall promptly notify Seller Representative on behalf of the Seller, of such delivery and shall evidence its agreement to act as Escrow Agent hereunder by countersigning and delivering to Buyer and Seller a copy of this Agreement. In connection with the administration of Escrow and Closing, Buyer and Seller hereby agree, and advise and instruct Escrow Agent, as follows:
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Related to COVENANT OF PURCHASE AND SALE AND INSTRUCTIONS TO ESCROW AGENT

  • Actions of Custodian Based on Proper Instructions and Special Instructions So long as and to the extent that the Custodian acts in accordance with (a) Proper Instructions or Special Instructions, as the case may be, and (b) the terms of this Agreement, the Custodian shall not be responsible for the title, validity or genuineness of any property, or evidence of title thereof, received by it or delivered by it pursuant to this Agreement.

  • Wire Transfer Instructions I will wire funds from my outside account according to the “Subscription Instructions” Page. ____ I will wire funds from my Aegis Capital Account. ____The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window.

  • Stop Transfer Instructions In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a)).

  • Reliance Upon Documents and Instructions The Custodian shall be entitled to rely upon any certificate, notice or other instrument in writing received by it and reasonably believed by it to be genuine. The Custodian shall be entitled to rely upon any Written Instructions actually received by it pursuant to this Agreement.

  • Closing Instructions Colorado Real Estate Commission’s Closing Instructions Are Are Not executed with 532 this Contract.

  • Reliance by Transfer Agent; Instructions (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the Fund. It shall also be protected in processing Share certificates that it reasonably believes to bear the proper manual or facsimile signatures of the officers of the applicable Company and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Company for Written Instructions, and, at the expense of the applicable Company, may seek advice from legal counsel for the Company, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Company only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the Company. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue or sale of any Shares of any Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of any Fund, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by any Fund, or the legality of the issue of any Shares of any Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of any Fund.

  • Acting on Instructions; Unclear Instructions (a) Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank ("Instructions"). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Bank's negligence, bad faith, fraud, or willful misconduct. (b) Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. (c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank shall not, except as provided in Section 7.1 hereof, be liable for any loss arising from any delay while it seeks such clarification or confirmation. (d) In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency within an Instruction between the name and identifying number of any party in payment orders issued to Bank in Customer's name.

  • Disbursement Instructions Xxxxxxxx understands that no loan proceeds will be disbursed until all of Xxxxxx’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $479,984.97 as follows: Other Disbursements: $ 479,984.97 $479,984.97 CURRENT BALANCE AFTER $150,000.00 PRINCIPAL PAYDOWN Note Principal: $ 479,984.97 CHARGES PAID IN CASH. Xxxxxxxx has paid or will pay in cash as agreed the following charges: Prepaid Finance Charges Paid in Cash: $ 0.00 Other Charges Paid in Cash: $ 154,919.90 $1,000.00 LOAN FEE $3,919.90 INTEREST DUE MARCH 3, 2010 $150,000.00 PRINCIPAL PAYDOWN Total Charges Paid in Cash $ 154,919.90 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, XXXXXX REPRESENTS AND WARRANTS TO THE LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED MARCH 3, 2010 ICOP DIGITAL, INC By: /s/ Xxxxx X. Xxxx XXXXX X. XXXX, Chairman & CEO of ICOP DIGITAL, INC DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE DATED MARCH 3, 2008 IN THE AMOUNT OF $780,000.00 TOGETHER WITH ANY AND ALL RENEWALS/MODIFICATIONS THEREOF (“NOTE”). DESCRIPTION OF CHANGE IN TERMS. EXTEND THE MATURITY DATE FROM MARCH 3, 2010 TO MARCH 3, 2011; DECREASE CURRENT PRINCIPAL BALANCE FROM $629,985.97 TO $479,984.97. PROMISE TO PAY. ICOP DIGITAL, INC (“Borrower”) promises to pay to Bank of Blue Valley (“lender”), or order, in lawful money of the United States of America, the principal amount of Four Hundred Seventy~nine Thousand Nine Hundred Eighty~four & 97/100 Dollars ($479,984.97), together with interest on the unpaid principal balance from March 3, 2010, calculated as described in the “INTEREST CALCULATION METHOD” paragraph using an interest rate of 8.000% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.

  • Suspension or Debarment Instructions Instructions for Certification 1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions.

  • Stop Transfer Instruction The Company will instruct any transfer agent not to register the Transfer of any Shares until the conditions specified in the foregoing legends are satisfied.

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