Escrow Instructions Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company, and this instrument shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and Buyer agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control.
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.
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.
Closing Instructions Colorado Real Estate Commission’s Closing Instructions Are Are Not executed with 532 this Contract.
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.
Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.
Form instructions This form does not mandate the use of a specific font size or style but the font must be legible.
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.
Wire Instructions Please see attached.
Escrow Agreements (i) The Company and the Initial Stockholders have entered into an escrow agreement ("Initial Share Escrow Agreement") with Continental Stock Transfer & Trust Company ("Escrow Agent") substantially in the form annexed as Exhibit 10.8 to the Registration Statement, whereby the Common Stock owned by the Initial Stockholders will be held in escrow by the Escrow Agent, until one year after the consummation of a Business Combination. During such escrow period, the Initial Stockholders shall be prohibited from selling or otherwise transferring such shares (except to spouses and children of Initial Stockholders and trusts established for their benefit and as otherwise set forth in the Escrow Agreement) but will retain the right to vote such shares. To the Company's knowledge, the Escrow Agreement is enforceable against each of the Initial Stockholders and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which any of the Initial Stockholders is a party. The Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld. (ii) The Company and the Insider Purchaser have entered into an escrow agreement ("Insider Warrant Escrow Agreement" and together with the Initial Share Escrow Agreement, the "Escrow Agreements") with the Escrow Agent substantially in the form annexed as Exhibit 10.9 to the Registration Statement, whereby the Insider Warrants owned by the Insider Purchaser will be held in escrow by the Escrow Agent, until 30 days after the consummation of a Business Combination. During such escrow period, the Insider Purchaser shall be prohibited from selling or otherwise transferring such Insider Warrants (except for certain exceptions set forth in the Escrow Agreement). To the Company's knowledge, the Escrow Agreement is enforceable against the Insider Purchaser and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict with any of the terms and provisions of, or constitute a default under, any agreement or instrument to which the Insider Purchaser is a party. The Insider Warrant Escrow Agreement shall not be amended, modified or otherwise changed without the prior written consent of Ladenburg, which such consent will not be unreasonably withheld.
