Common use of Duties and Authorization Clause in Contracts

Duties and Authorization. The payment of the Deposit, Cash to Close and all other funds provided hereunder to the Escrow Agent is for the accommodation of the parties to this Contract. The duties of the Escrow Agent shall be determined solely by the express provisions of this Contract. In the event the Escrow Agent receives a written demand from either Seller or Buyer for the Deposit (which demand shall include an explanation setting forth the factual basis for such party's request for the Deposit), Escrow Agent shall give 10 days written notice to the other party of such demand and of Escrow Agent's intention to remit the Deposit to the party making the demand on the stated date. If Escrow Agent does not receive a written objection within 10 days after such 44 38 notice, the Escrow Agent is hereby authorized to so remit the Deposit. If, however, the Escrow Agent receives written objection from the other party within 10 days after such notice, the Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from Seller and Buyer, or until a final judgment of an appropriate court is issued. Buyer and Seller authorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Contract or the Deposit becomes involved in litigation, to deposit the Deposit with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility under this Contract. Buyer and Seller also authorize the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit with the clerk of the court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder. Notwithstanding anything to the contrary contained herein, in the event there is any controversy as to which party is entitled to the Deposit and all or any portion of the Deposit is comprised of a letter of credit then, prior to the expiration of any such letter of credit, the Escrow Agent shall (i) instruct Seller to submit a drawing under such letter of credit and deposit the proceeds of such drawing into the escrow or (ii) accept from Buyer a substituted letter of credit which is in the same form and as the previously deposited letter of credit with an expiration date no less than six months after the date of replacement.

Duties and Authorization. The payment of the Deposit, ------------------------- Cash to Close and all other funds provided hereunder to the Escrow Agent is for the accommodation of the parties to this Contract. The duties of the Escrow Agent shall be determined solely by the express provisions of this Contract. The Escrow Agent shall invest the Deposit (to the extent delivered in cash) as directed in writing by the Buyer and Seller. If this Contract has been terminated in accordance with Section 4.02(b), Escrow Agent shall return the Deposit to Buyer within two (2) business days after such termination without further notice to any party to this Contract. In the event the Escrow Agent receives a written demand from either Seller or Buyer for the Deposit after the expiration of the Review Period (which demand shall include an explanation setting forth the factual basis for such party's request demand for the Deposit), Escrow Agent shall give 10 days written notice to the other party (i.e., Buyer or Seller) of such demand and of Escrow Agent's ---- intention to remit the Deposit to the party making the demand on the stated date. If Escrow Agent does not receive a written objection within 10 days after such 44 38 notice, the Escrow Agent is hereby authorized to so remit the Deposit. If, however, the Escrow Agent receives written objection from the other party within 10 days after such notice, the Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from Seller and Buyer, or until a final judgment of an appropriate court or arbitrator is issued. Buyer and Seller authorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Contract or the Deposit becomes involved in litigation, to deposit the Deposit with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility under this Contract. Buyer and Seller also authorize the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit with the clerk of the court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder. Notwithstanding anything to the contrary contained herein, in the event there is any controversy as to which party is entitled to the Deposit and all or any portion of the Deposit is comprised of a letter Letter of credit Credit, then, prior to the expiration of any such letter Letter of creditCredit, the Escrow Agent shall (i) instruct Seller to submit a drawing under such letter Letter of credit Credit and deposit the proceeds of such drawing into the escrow or (ii) accept from Buyer a substituted letter Letter of credit Credit which is in the same form and from the same financial institution as the previously deposited letter Letter of credit Credit with an expiration date no less than six months after the date of replacement.

Duties and Authorization. The payment of the Deposit, Cash to Close and all other funds provided hereunder to the Escrow Agent is for the accommodation of the parties to this Contract. The duties of the Escrow Agent shall be determined solely by the express provisions of this Contract. In the event the Escrow Agent receives a written demand from either Seller or Buyer for the Deposit (which demand shall include an explanation setting forth the factual basis for such party's request for the Deposit), Escrow Agent shall give 10 days written notice to the other party of such demand and of Escrow Agent's intention to remit the Deposit to the party making the demand on the stated date. If Escrow Agent does not receive a written objection within 10 days after such 44 38 notice, the Escrow Agent is hereby authorized to so remit the Deposit. If, however, the Escrow Agent receives written objection from the other party within 10 days after such notice, the Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from Seller and Buyer, or until a final judgment of an appropriate court is issued. Buyer and Seller authorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Contract or the Deposit becomes involved in litigation, to deposit the Deposit with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility under this Contract. Buyer and Seller also authorize the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit with the clerk of the court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder. Notwithstanding anything to the contrary contained herein, in the event there is any controversy as to which party is entitled to the Deposit and all or any portion of the Deposit is comprised of a letter of credit then, prior to the expiration of any such letter of credit, the Escrow Agent shall (i) instruct Seller to submit a drawing under such letter of credit and deposit the proceeds of such drawing into the escrow or (ii) accept from Buyer a substituted letter of credit which is in the same form and as the previously deposited letter of credit with an expiration date no less than six months after the date of replacement.

Duties and Authorization. The payment delivery of the Deposit, Cash to Close and all other funds provided hereunder Escrow Shares to the Escrow Agent is for the accommodation of the parties to this Contractparties. The duties of the Escrow Agent shall be determined solely by the express provisions of this ContractAgreement. In the event the Escrow Agent receives a written demand from either Seller or Buyer for any portion of the Deposit Escrow Shares (which demand shall include an explanation setting forth sufficient facts to show that said party is entitled to receive such consideration pursuant to the factual basis for such party's request for the Depositterms of this Agreement), Escrow Agent shall give 10 ten (10) days written notice to the other party of such demand and of Escrow Agent's intention to remit the Deposit such consideration to the party making the demand on the stated date. If Escrow Agent does not receive a written objection within 10 ten (10) days after receipt of such 44 38 notice, the Escrow Agent is hereby authorized to so remit the Depositremit. If, If however, the Escrow Agent actually receives written objection from the other party within 10 ten (10) days after such receipt of notice, the Escrow Agent shall continue to hold the Deposit Escrow Shares until otherwise directed by joint written instructions from Seller and Buyer, or until a final judgment of an appropriate court is issued. Buyer and Seller The parties authorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Contract Agreement or the Deposit becomes Escrow Shares become involved in litigation, to deposit any certificates evidencing the Deposit Escrow Shares, or any portion thereof, with stock powers attached duly endorsed in blank, with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility under this ContractAgreement. Buyer and Seller The undersigned also authorize authorizes the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to deposit any certificates evidencing the Deposit Escrow Shares, or any portion thereof, with stock powers attached duly endorsed in blank, with the clerk of the court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder. Notwithstanding anything to the contrary contained herein, in the event there is any controversy as to which party is entitled to the Deposit and all or any portion of the Deposit is comprised of a letter of credit then, prior to the expiration of any such letter of credit, Seller acknowledges that the Escrow Agent shall (i) instruct is also serving as Buyer's Attorney and Seller hereby consents to submit a drawing under such letter of credit and deposit the proceeds of such drawing into the escrow or (ii) accept from Escrow Agent representing Buyer a substituted letter of credit which is in the same form Closing of this Agreement and as the previously deposited letter of credit with an expiration date no less than six months after the date of replacementin any dispute that may arise between Buyer and Seller.

Duties and Authorization. The payment of the Deposit, ------------------------- Cash to Close and all other funds provided hereunder to the Escrow Agent is for the accommodation of the parties to this Contract. The duties of the Escrow Agent shall be determined solely by the express provisions of this Contract. The Escrow Agent shall invest the Deposit (to the extent delivered in cash) as directed in writing by the Buyer and Sellers. If this Contract has been terminated in accordance with Section 4.02(b), Escrow Agent shall return the Deposit to Buyer within two (2) business days after such termination without further notice to any party to this Contract. In the event the Escrow Agent receives a written demand from either Seller Sellers or Buyer for the Deposit after the expiration of the Review Period (which demand shall include an explanation setting forth the factual basis for such party's request demand for the Deposit), Escrow Agent shall give 10 days written notice to the other party (i.e., Buyer or Sellers) of such demand and of Escrow Agent's ---- intention to remit the Deposit to the party making the demand on the stated date. If Escrow Agent does not receive a written objection within 10 days after such 44 38 notice, the Escrow Agent is hereby authorized to so remit the Deposit. If, however, the Escrow Agent receives written objection from the other party within 10 days after such notice, the Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from Seller Sellers and Buyer, or until a final judgment of an appropriate court or arbitrator is issued. Buyer and Seller Sellers authorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Contract or the Deposit becomes involved in litigation, to deposit the Deposit with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility under this Contract. Buyer and Seller Sellers also authorize the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit with the clerk of the court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder. Notwithstanding anything to the contrary contained herein, in the event there is any controversy as to which party is entitled to the Deposit and all or any portion of the Deposit is comprised of a letter Letter of credit Credit, then, prior to the expiration of any such letter Letter of creditCredit, the Escrow Agent shall (i) instruct Seller Sellers to submit a drawing under such letter Letter of credit Credit and deposit the proceeds of such drawing into the escrow or (ii) accept from Buyer a substituted letter Letter of credit Credit which is in the same form and from the same financial institution as the previously deposited letter Letter of credit Credit with an expiration date no less than six months after the date of replacement.

Duties and Authorization. The payment of the Deposit, Cash to Close and all other funds provided hereunder to the Escrow Agent is for the accommodation of the parties to this Contract. The duties of the Escrow Agent shall be determined solely by the express provisions of this Contract. In the event the Escrow Agent receives a written demand from either Seller or Buyer for the Deposit (which demand shall include an explanation setting forth the factual basis for such party's request for the Deposit), Escrow Agent shall give 10 ten (10) days written notice to the other party of such demand and of Escrow Agent's intention to remit the Deposit to the party making the demand on the stated date. If Escrow Agent does not receive a written objection within 10 ten (10) days after such 44 38 notice, the Escrow Agent is hereby authorized to so remit the Deposit. If, however, the Escrow Agent receives written objection from the other party within 10 ten (10) days after such notice, the Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from Seller and Buyer, or until a final judgment of an appropriate court is issued. Buyer and Seller authorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Contract or the Deposit becomes involved in litigation, to deposit the Deposit with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility under this Contract. Buyer and Seller also authorize the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to deposit the Deposit with the clerk of the court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder. Notwithstanding anything to the contrary contained herein, in the event there is any controversy as to which party is entitled to the Deposit and all or any portion of the Deposit is comprised of a letter of credit then, prior to the expiration of any such letter of credit, the Escrow Agent shall (i) instruct Seller to submit a drawing under such letter of credit and deposit the proceeds of such drawing into the escrow or (ii) accept from Buyer a substituted letter of credit which is in the same form and as the previously deposited letter of credit with an expiration date no less than six months after the date of replacement.