Escrow Holder’s Actions Sample Clauses

Escrow Holder’s Actions. Upon receipt of the items described in Sections 5.1 and 5.2 above, Escrow Holder shall take the following actions: (a) wire the amount due Seller and Buyer under the Closing Statement in accordance with wiring instructions from Seller and Buyer respectively,
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Escrow Holder’s Actions. On or before the Closing Date, when Escrow Holder holds the items required to be deposited by Seller and Buyer as described in Article IX above, the conditions to closing set forth in Article X above have either occurred or have been waived and Escrow Holder is prepared to issue and deliver to Buyer the Title Policy, Escrow Holder is instructed and authorized to (a) record the Grant Deed in the Office of the County Recorder of the County, (b) pay any transfer taxes, (c) instruct the County Recorder to return the Grant Deed to Buyer, (d) disburse to Seller from the funds deposited into Escrow by Buyer the Purchase Price less Seller’s escrow and cash charges, (e) disburse from funds deposited by Buyer amounts toward payment of all other items chargeable to the account of Buyer hereunder, and disburse the balance of such funds, if any, to Buyer, and
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Escrow Holder’s Actions. Upon receipt of the items described in Sections 5.1, 5.3 and 5.3 above, Escrow Holder shall take the following actions: (a) wire the amounts, if any, due Seller and Buyer under the Closing Statement in accordance with wiring instructions from Seller and Buyer respectively, (b) deliver the respective amounts due third parties under the Closing Statement in accordance with the respective instructions from such third parties, (c) record the DDA, Deed, the Seller Trust Deed, Lease Assignment Agreement, Angels Commitment Agreement, Convention Center Parking License Agreement, ARTIC Agreement, Well Site Agreement, Utility Easement Agreement and Cancellation of Sportstown Declaration (in that order) in the Official Records, (d) cause the Title Company to issue the Title Policy, and deliver the same to Buyer, (e) file all information returns required under Section 6045 of the Internal Revenue Code and take all other reporting actions as may be required in connection therewith, (f) deliver one (1) original of the Seller Note to Seller, (g) deliver three (3) originals to Seller and one (1) original to Buyer of each of the Xxxx of Sale, the Assignment of Leases and Contracts, the General Assignment, the DDA, the Lease Assignment Agreement, the Convention Center Parking License Agreement, the ARTIC Agreement, the Well Site Agreement, the Utility Easement Agreement and the Cancellation of Sportstown Declaration, (h) deliver to each of Seller and Angels Baseball one (1) original of each of the Angels Commitment Agreement, the Mutual Release and the 2016 Traffic Agreement Termination, and (i) deliver to Seller and Buyer conformed electronic copies of the recorded Deed.
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Escrow Holder’s Actions. On or before the Closing Date, when Escrow Holder holds the items required to be deposited by Seller and Buyer as described in Article IX above, the conditions to closing set forth in Article X above have either occurred or have been waived and Escrow Holder is prepared to issue and deliver to Buyer the Title Policy, Escrow Holder is instructed and authorized to (a) record the Grant Deed in the Office of the County Recorder of the County, (b) pay any transfer taxes, (c) instruct the County Recorder to return the recorded Grant Deed to Buyer, (d) disburse to Seller from the funds deposited into Escrow by Buyer the Purchase Price less Seller’s escrow and cash charges,
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Escrow Holder’s Actions. Upon the Closing Date, when Escrow Holder holds the items required to be deposited by DISTRICT and RVJ as described above and Title Company is prepared to issue and deliver to RVJ the applicable Title Policy, Escrow Holder is instructed and authorized to (i) record the Grant Deed in the Office of the County Recorder of the County; (ii) record the Assignment of Declarant’s Rights (if any, and if separate from the Grant Deed) in the Office of the County Recorder of the County; (iii) pay any transfer taxes; (iv) instruct the County Recorder to return the Grant Deed to RVJ; (v) disburse to DISTRICT from the funds deposited into Escrow by RVJ the Purchase Price less the Option Consideration and less DISTRICT’s escrow and cash charges; (vi) disburse from funds deposited by RVJ amounts toward payment of all other items chargeable to the account of RVJ hereunder, and disburse the balance of such funds, if any, to RVJ; and (vii) deliver to RVJ the original Xxxx of Sale, the Assignment of Declarant’s Rights (if any), the Nonforeign Affidavit, the California Affidavit and the Title Policy.
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Escrow Holder’s Actions. Upon the Closing Date, when Escrow Holder holds the items required to be deposited by Seller Parties and Buyer as described above and Title Company is committed to issue and deliver to Buyer the Title Policies, Escrow Holder is instructed and authorized to immediately take all the following actions:
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Escrow Holder’s Actions. Upon the Closing Date and when Escrow Holder holds the items required to be deposited by Buyer and Seller as described above, Escrow Holder is instructed and authorized to: (a) record the Deed in the Public Records of the County, (b) pay any documentary stamp taxes, surtaxes and any other transfer taxes, (c) instruct the Clerk of the County to return the Deed to the Party indicated thereon, (d) disburse to the order of Seller from the funds deposited into Escrow by Buyer the Closing Payment less Seller’s share of prorations, closing costs, taxes, assessments and other charges, as applicable in accordance with the terms of this Agreement, (e) disburse from funds deposited by Buyer amounts toward payment of all other items chargeable to the account of Buyer hereunder, and disburse the balance of such funds, if any, to Buyer, (f) deliver to Buyer the Affidavit and the Title Policy, and (g) deliver to each Party an original counterpart of the Assignment and Assumption, the Assignment of Leases and Security Deposits, the Assignment of Contracts and Warranties and any other documents executed by the Parties at Closing.
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Escrow Holder’s Actions. Upon the Closing Date, when Escrow Holder holds the items required to be deposited by Seller and Buyer as described above and Escrow Holder is prepared to issue and deliver to Buyer the Title Policy, Escrow Holder is instructed and authorized to (i) record the Grant Deed in the Office of County Recorder of the County, (ii) record the Assignment of Declarant's Rights (if any, and if separate from the Grant Deed) in the Office of the County Recorder of the County, (iii) pay any transfer taxes, (iv) instruct the County Recorder to return the Grant Deed and the Assignment of Declarant's Rights (if any) to Buyer, (v) disburse to Seller the Purchase Price Balance less Seller's escrow and cash charges, (vi) disburse from funds deposited by Buyer amounts toward payment of all items chargeable to the account of Buyer hereunder, and disburse the balance of such funds, if any, to Buyer, and (vii) deliver to Buyer the Bill of Sale, the Nonforeign Affidavit and the Title Policy.
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Escrow Holder’s Actions. On the Closing Date, when Escrow Holder holds the items required to be deposited into escrow by Seller and Buyer as described above and Title Company is prepared to issue and deliver the Title Policy to Buyer, Escrow Holder is instructed and authorized to (i) record the Grant Deed in the Office of the County Recorder of Santa Cxxxx County; (ii) pay any transfer taxes; (iii) instruct the County Recorder to return the Grant Deed to Buyer (with a copy to Seller); (iv) disburse to Seller from the funds deposited into Escrow by Buyer the Purchase Price less Seller’s escrow and cash charges as described herein; (v) disburse to the appropriate party from funds deposited into escrow by Buyer amounts toward payment of all other items chargeable to the account of Buyer hereunder, and disburse the balance of such funds, if any, to Buyer; and (vi) deliver to Buyer one original of the Assignment, the Nonforeign Affidavit, the California Form 593-C and the Title Policy, with one original of the Assignment and copies to Seller of all of the foregoing except for the Title Policy.
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Related to Escrow Holder’s Actions

  • Escrow Holder Seller and Buyer covenant and agree that in performing any of its duties under this Agreement, Title Company shall not be liable for any loss, costs or damage which it may incur as a result of serving as Escrow Holder hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. Accordingly, Title Company shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Stockholders’ Agent (a) Pursuant to the Custody and Power of Attorney Agreement, each Devonian Stockholder has approved the terms of this Agreement and the transactions contemplated hereby, and has constituted, appointed and empowered effective from and after the date of such approval of the Merger, Austin Leasing Partners, LLC as the Stockholders’ Agent, for the benefit of the Devonian Stockholders and the exclusive agent and attorney-in-fact to act on behalf of each Devonian Stockholder, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include but not be limited to the power and authority: (i) to execute and deliver such waivers, consents and amendments (with respect to any and all matters or issues, including those which may have a negative impact on an Devonian Stockholder, other than the unanimous written consent referred to in this sentence) under this Agreement the Custody and Power of Attorney Agreement and the consummation of the transactions contemplated hereby or thereby as the Stockholders’ Agent, in its sole discretion, may deem necessary or desirable; (ii) as the Stockholders’ Agent, to enforce and protect the rights and interests of the Devonian Stockholders arising out of or under or in any manner relating to this Agreement the Custody and Power of Attorney Agreement, the Acquiror Shares, and the transactions provided for herein or therein, and to take any and all actions which the Stockholders’ Agent believes are necessary or appropriate thereunder for and on behalf of the Devonian Stockholders including, consenting to, compromising or settling any such claims, conducting negotiations with the Acquiror, Devonian and their respective representatives regarding such claims, and, in connection therewith, to (A) assert any claim or institute any action, proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by the Acquiror, Devonian or any other Person, or by any Governmental Authority against the Stockholders’ Agent and/or any of the Devonian Stockholders, and receive process on behalf of any or all Devonian Stockholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Stockholders’ Agent shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Stockholders’ Agent may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement or the Custody and Power of Attorney Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Stockholders’ Agent shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; (iii) to refrain from enforcing any right of the Devonian Stockholders arising out of or under or in any manner relating to this Agreement and the Custody and Power of Attorney Agreement; provided, however, that no such failure to act on the part of the Stockholders’ Agent, except as otherwise provided in this Agreement or the Custody and Power of Attorney Agreement, shall be deemed a waiver of any such right or interest by the Stockholders’ Agent or by the Devonian Stockholders unless such waiver is in writing signed by the waiving party or by the Stockholders’ Agent; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Agent, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement or the Custody and Power of Attorney Agreement; (v) to engage special counsel, accountants and other advisors and incur such other expenses on behalf of the Devonian Stockholders in connection with any matter arising under this Agreement or the Custody and Power of Attorney Agreement; and (vi) to collect, hold and disburse any portion of the Merger Consideration received by Stockholders’ Agent pursuant to the terms hereof in accordance with the terms of this Agreement.

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the xxxxxxx money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.

  • Shareholders' Agent (a) The Shareholders hereby irrevocably nominate, constitute and appoint Dx. Xxxxx Xxxxxx as the agent and true and lawful attorney-in-fact of the Shareholders (the "Shareholders' Agent"), with full power of substitution, to act in the name, place and stead of the Shareholders for purposes of executing any documents under this Agreement (including amendments thereto) and taking any actions in connection with any and all claims for indemnification because of a Breach for which the Principal Shareholders may be jointly and severally liable or with respect to which Parent, Acquisition Sub or the Company may be entitled to be paid under the Bank Guarantee ("Indemnification Matters"). Dx. Xxxxx Xxxxxx hereby accepts his appointment as Shareholders' Agent. (b) Any action taken by the Shareholders' Agent shall be construed as a valid representation of the Shareholders or the Principal Shareholders, as the case may be, only if such action is documented in writing, such document clearly indicates Shareholders' Agent is acting on behalf of the Shareholders or the Principal Shareholders, as the case may be, and such document has been signed by the Shareholders' Agent. Notwithstanding anything to the contrary contained in this Agreement or the Exhibits hereto: (1) Parent, Acquisition Sub and the Company shall be entitled to deal exclusively with the Shareholders' Agent on all Indemnification Matters (and other matters specifically set forth in this Agreement); and (2) each Indemnitee shall be entitled to rely conclusively on any document executed or purported to be executed with respect to any Indemnification Matter on behalf of any Shareholder by the Shareholders' Agent as fully binding upon such Shareholder. (c) The Shareholders recognize and intend that the power of attorney granted in Section 7.1(a): (1) is coupled with an interest and is irrevocable; (2) may be delegated by the Shareholders' Agent; and (3) shall survive the death or incapacity of each of the Shareholders. (d) At their discretion, the Shareholders may at any time by simple majority vote (such majority being determined on the basis of each Shareholder's interest in the Company Capital Stock as set forth in Recital A) appoint a successor to the Shareholders' Agent and immediately thereafter notify Parent of the identity of such successor. Any such successor shall succeed the Shareholders' Agent as Shareholders' Agent hereunder. If for any reason there is no Shareholders' Agent at any time, all references herein to the Shareholders' Agent shall be deemed to refer to the Shareholders. (e) All expenses incurred by the Shareholders' Agent in connection with the performance of his duties as Shareholders' Agent shall be borne and paid exclusively by the Shareholders on whatever basis they may agree among themselves. 7.2

  • Escrow Agent Prior to entering into an escrow agreement, the Registry Operator must provide notice to ICANN as to the identity of the Escrow Agent, and provide ICANN with contact information and a copy of the relevant escrow agreement, and all amendments thereto. In addition, prior to entering into an escrow agreement, Registry Operator must obtain the consent of ICANN to (a) use the specified Escrow Agent, and (b) enter into the form of escrow agreement provided. ICANN must be expressly designated as a third-­‐party beneficiary of the escrow agreement. ICANN reserves the right to withhold its consent to any Escrow Agent, escrow agreement, or any amendment thereto, all in its sole discretion.

  • Shareholders Statements and Reports Promptly upon the furnishing thereof to the shareholders of such Seller Party copies of all financial statements, reports and proxy statements so furnished.

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Shareholders’ Representative Each of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions.

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