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ESCROW HOLDER’S ACCEPTANCE Sample Clauses

ESCROW HOLDER’S ACCEPTANCEEscrow Holder, by the execution hereof, agrees to be bound by the terms and conditions of this Agreement applicable to it. Escrow Holder’s consent shall not be required to any amendment hereof, so long as such amendment does not materially alter Escrow Holder’s responsibilities hereunder. Opening of Escrow: September 18, 2014 Chicago Title Company By /s/ XXXXXXXXX XX COCO Escrow Officer List of Exhibits A Legal Description B Personal Property C [Intentionally Omitted] D Rent Roll E List of Documents Delivered by Seller F Grant Deed G Xxxx of Sale H Letter to Tenants I Assignment of Leases J Form of Letter of Credit K Form Tenant Ownership Side Letter L Form Audit Letter M Buyer’s Know Your Customer Form N Tenant Estoppel O CCR Estoppel P Form of Owner’s Title Affidavit Q Form of SNDA Exhibit A LEGAL DESCRIPTION Exhibit A-1 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: PARCEL 0 XX XXXXXX XXX XX. 00000, XX THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 6, 1985 AS INSTRUMENT NO. 85-075111 OF OFFICIAL RECORDS. PARCEL B: ALL OF THOSE CERTAIN EASEMENTS DESCRIBED IN SECTION VIII OF THE DECLARATION OF RESTRICTIONS HEREINAFTER REFERRED TO, OVER, UNDER, ALONG AND ACROSS PARCELS 1 THROUGH 18, INCLUSIVE OF PARCEL MAP NO. 13710, EXCEPTING THE PARCEL DESCRIBED IN PARCEL A ABOVE. SAID DECLARATION OF RESTRICTIONS RECORDED MARCH 20, 1985 AS INSTRUMENT NO. 85-092840 OF OFFICIAL RECORDS. APN: 000-000-00 Exhibit B PERSONAL PROPERTY NONE Exhibit C [Intentionally Omitted] Exhibit D RENT ROLL Exhibit D-1 EXHIBIT D VLD SWEETWATER, LP (47) As of: 09/10/2014 Unit# Res# Name BR/BA Approx Sq Ft Economic Rent Scheduled Rent Resident Deposit Move In Lease Expiration Last Adj Date 390 t0030255 SPORTS AUTHORITY, 44,477 57,523.59 57,523.59 11/15/1999 11/30/2020 12/1/2009 394 t0030256 BED, BATH & BEYOND, 51,637 48,333.33 48,333.33 11/27/1998 1/1/2024 2/1/2014 Totals: 96,114 105,856.92 105,856.92 0.00 Professionally Managed by R&V Management Corporation VLD SWEETWATER, LP (47) As of: 09/10/2014 Unit# Res# Name BR/BA Approx Sq Ft Economic Rent Scheduled Rent Resident Deposit Move In Lease Expiration Last Adj Date Property Summary # of Units Occupied Percent Square Footage Economic Rent Scheduled Rent Sch. Rent Percent Occupied Units 2 100 % 96,114 105,857 105,857 1...
ESCROW HOLDER’S ACCEPTANCEThe undersigned agrees to act as Escrow Holder in connection with the transaction contemplated by this Agreement: Name of Company: Name of Escrow Officer: Title: Signature: Date: Address for notices in accordance with Section 14: WHEN RECORDED, PLEASE RETURN TO: City of Xxxxxxxx, an Arizona municipal corporation ( “Grantor”), for the consideration of TEN DOLLARS ($10.00) and other valuable consideration, does hereby convey to Xxxx Companies US, Inc., a Minnesota corporation (“Grantee”), all its right, title and interest in and to that certain real property located in Maricopa County, Arizona, and described more fully on Exhibit A, attached hereto and incorporated by this reference, together with all improvements, situated thereon and all of Grantor’s right, title, and interest in and to all easements, rights-of- way, appurtenances and other rights and benefits, if any, running with such real property (collectively “Property”). Subject to: current taxes; patent reservations; all covenants, conditions, restrictions, reservations, liens, encumbrances, easements, declarations, obligations, liabilities and all other matters of record or to which reference is made in the public record or attached hereto in Exhibit B (Approved Conditions to Title).

Related to ESCROW HOLDER’S ACCEPTANCE

  • Inspection; Acceptance The Contractor (immixTechnology, Inc.) can only, and shall only tender for acceptance those items that substantially conform to the software manufacturer’s (“Qualtrics”) published specifications. Therefore, items delivered shall be considered accepted upon delivery. The Government reserves the right to inspect or test any supplies or services that have been delivered. The Government may require repair or replacement of nonconforming supplies or re-performance of nonconforming services at no increase in contract price. If repair/replacement or re-performance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-(1) Within the warranty period; and (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

  • Appointment of and Acceptance by Escrow Agent a. The Investor and the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest and disburse the Escrow Funds in accordance with this Agreement. b. The Investor and the Company hereby appoint the Escrow Agent to serve as the holder of the shares of the Company's Common Stock which shall be purchased by the Investor. The Escrow Agent hereby accepts such appointment and, upon receipt via D.W.A.C or the certificates representing of the shares of the Company's Common Stock in accordance with Section 3 below, agrees to hold and disburse the shares of the Company's Common Stock in accordance with this Agreement. c. The Company hereby acknowledges that the Escrow Agent is counsel to the Investor in connection with the transactions contemplated and referenced herein. The Company agrees that in the event of any dispute arising in connection with this Escrow Agreement or otherwise in connection with any transaction or agreement contemplated and referenced herein, the Escrow Agent shall be permitted to continue to represent the Investor and the Company will not seek to disqualify such counsel.

  • Acceptance by Escrow Agent The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that: (a) The Escrow Agent may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated by Underwriter or the Company to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof has been duly authorized to do so. Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of each individual authorized to act singly on behalf of the Company and Underwriter are stated in Schedule II, which is attached hereto and made a part hereof. The Company and Underwriter may each remove or add one or more of its authorized signers stated on Schedule II by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall include the true signature for any new authorized signatories. (b) The Escrow Agent may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. (c) Underwriter and the Company agree to indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed against or incurred by Escrow Agent arising out of or related, directly or indirectly, to this Escrow Agreement unless caused by the Escrow Agent’s gross negligence or willful misconduct. (d) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction. (e) The Escrow Agent shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent’s obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by applicable law (i) to accept checks or other instruments for the payment of money and wire transfers delivered to the Escrow Agent for the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account, and (ii) to disburse or refrain from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow Agent have been collected and are available for withdrawal.

  • Engagement; Acceptance The Issuer engages Xxxxxxx Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuer. Xxxxxxx Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.

  • Required Acceptance of Daily Load Deliveries and Notification If the State is harmed by purchaser’s refusal to accept up to 10 truck deliveries of any one sort per day, Purchaser will be in breach of contract and subject to damages as per the D-026.2 and D-027.2 clauses. A truck delivery is all the wood delivered including sorts on super trucks, mule trains and pups brought to the delivery point by a single truck. The Purchaser shall notify the Contract Administrator at least 48 hours in advance if: 1. Purchaser intends to limit the number of truck deliveries accepted on any day to less than that listed above, or 2. Purchaser intends to limit the number of truck deliveries accepted on any day to the number listed above.

  • Disbursement of the Escrow Shares 3.1 The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 750,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 187,500 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.

  • Majority Lenders’ instructions (a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

  • Executed Advance Notice The Investor shall have received the Advance Notice executed by an officer of the Company and the representations contained in such Advance Notice shall be true and correct as of each Condition Satisfaction Date.

  • Proper Instructions and Special Instructions “Proper Instructions,” which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

  • NON-ACCEPTANCE OF SETTLEMENT AGREEMENT If, for any reason whatsoever, this Settlement Agreement is not accepted by the Hearing Panel or an Order in the form attached as Schedule “A” is not made by the Hearing Panel, each of Staff and the Respondent will be entitled to any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of By- law No. 1, unaffected by this Settlement Agreement or the settlement negotiations.