Instructions to the Escrow Agent. All orders, requests, and instructions by the Beneficiary to the Escrow Agent will be in writing and signed by the Beneficiary’s authorized representative (in accordance with EGLE delegation authority). The Escrow Agent shall act and, in so acting, will be fully protected if acting in accordance with such orders, requests, and instructions. The Escrow Agent will have no duty to act in the absence of such orders, requests, and instructions from the Beneficiary, except as provided for herein.
Instructions to the Escrow Agent. All orders, requests, and instructions by the Beneficiary or the Grantor to the Escrow Agent will be in writing, signed by the Beneficiary or (as applicable) the Grantor, and the Escrow Agent shall act, and in so acting, will be fully protected if acting in accordance with such orders, requests, and instructions. The Escrow Agent will have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Grantor or the Beneficiary hereunder has occurred. The Escrow Agent will have no duty to act in the absence of such orders, requests, and instructions from the Beneficiary, except as provided for herein.
Instructions to the Escrow Agent. Notwithstanding any provision herein to the contrary, the Escrow Agent shall at any time and from time to time take such additional actions hereunder with respect to the Escrow Amount as shall be agreed to in writing by the Parent and the Stockholders' Representative. In the performance of its duties hereunder, the Escrow Agent may rely on any document reasonably believed by it to be genuine.
Instructions to the Escrow Agent. Escrow Agent shall not accept instructions regarding the funds in the Escrow Account or the Rights Offering other than from an authorized representative of Cygnet. Ernexx X. Xxxxxx, XX, Xxic X. Xxxxxxx xxx Stevxx X. Xxxxxxx xxx currently the authorized representatives of Cygnet. Cygnet may notify Escrow Agent in writing of the designation of any substitute or additional authorized representative. Escrow Agent shall be entitled to rely on the written instructions of any authorized representative or of any substitute.
Instructions to the Escrow Agent. (a) Instructions after One Year. Within five business days after the one year anniversary of the Closing, Purchaser and the Sellers’ Agent shall execute and deliver to the Escrow Agent joint instructions instructing the Escrow Agent to release any Special Escrow Cash (as defined in the Escrow Agreement) that then remains in the Special Escrow Account (the “Remaining Special Escrow Cash”) to the Sellers’ Agent on behalf of (and for distribution by the Sellers’ Agent to) the Sellers; provided, however, that if prior to such first anniversary, Purchaser has given one or more Claim Notices to the Sellers’ Agent containing one or more claims against the Special Escrow Cash that have not been resolved prior to such anniversary, then such joint instructions shall instruct the Escrow Agent to release to the Sellers’ Agent on behalf of (and for distribution by the Sellers’ Agent to) the Sellers, an amount equal to the Remaining Special Escrow Cash minus the Claimed Amount or Contested Amount, as the case may be, with respect to all claims against the Special Escrow Cash which have not then been resolved (it being understood that promptly following resolution of any such claims, Purchaser and the Sellers’ Agent shall execute and deliver to the Escrow Agent additional joint instructions instructing the Escrow Agent to release the portion of the Remaining Special Escrow Cash related to such claims in accordance with such resolution).
(b) Instructions after 690 Days. Within five business days after the 690th day following the Closing (the “Final Release Date”), Purchaser and the Sellers’ Agent shall execute and deliver to the Escrow Agent joint instructions instructing the Escrow Agent to release any General Escrow Cash (as defined in the Escrow Agreement) that then remains in the General Escrow Account (the “Remaining General Escrow Cash”) to the Sellers’ Agent on behalf of (and for distribution by the Sellers’ Agent to) the Sellers; provided, however, that if prior to the Final Release Date, Purchaser has given one or more Claim Notices to the Sellers’ Agent (or to any particular Seller) containing one or more claims against the General Escrow Cash that have not been resolved prior to the Final Release Date, then such joint instructions shall instruct the Escrow Agent to release to the Sellers’ Agent on behalf of (and for distribution by the Sellers’ Agent to) the Sellers, an amount equal to the Remaining General Escrow Cash minus the Claimed Amount or Contested Amou...
Instructions to the Escrow Agent. Escrow Agent shall not accept instructions regarding the funds in the Escrow Account or the Offering other than from an authorized representative of the Company. ______________________________________ is currently the authorized representative of the Company. The Company may notify Escrow Agent in writing of the designation of any substitute or additional authorized representative. Escrow Agent shall be entitled to rely on the written instructions of any authorized representative or of any substitute.
Instructions to the Escrow Agent. All orders, requests, and instructions by the Beneficiary to the Escrow Agent will be in writing, signed by the Beneficiary, and the Escrow Agent shall act, and in so acting, will be fully protected if acting in accordance with such orders, requests, and instructions. The Escrow Agent will have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Beneficiary hereunder has occurred. The Escrow Agent will have no duty to act in the absence of such orders, requests, and instructions from the Beneficiary, except as provided for herein. The Escrow Agent shall only take instructions from the Beneficiary and not the Grantor.
Instructions to the Escrow Agent. Each party undertakes to give all such instructions to the Escrow Agent as may be necessary to give effect to the terms of this Agreement.
Instructions to the Escrow Agent. In the event that: (1) SOFS delivers to the Escrow Agent a certificate of its president and corporate secretary stating that the Reorganization has been approved by SOFS's shareholders, as provided in the Reorganization Agreement, and that they believe that the conditions precedent to SOFS's and the Boyds's obligations, as described in Section 5 of the Agreement, have been satisfied and (2) TSEC delivers to the Escrow Agent a certificate of its president and corporate secretary stating that they believe that the conditions precedent to its and the TSEC Shareholders' obligations, as described in Section 6 of the Reorganization Agreement, have been satisfied:
4.1 The Escrow Agent shall do the following on the Closing Date in the following order:
a. Date the SOFS Resignation of Keith Boyd described in paragraph 3.1 above and place it in the corporate record book of SOFS.
b. Deliver to Keith Boyd the documents describex xx xxxxxraph 3.2 above.
c. Date and place in the cxxxxxxxx record book of SOFS the releases of all liabilities owed by SOFS to each of the Boyds, as described in paragraph 3.3 above.
d. Date and place in the corporate record book of SOFS the document described in paragraph 3.4 above reflecting the release of SOFS of all liabilities owed to persons other than the Boyds and the assumption by SOFS Sub of all pre-closing liabilities of SOFS.
e. Cancel the SOFS Sub certificate evidencing the ownership by SOFS of all the interest in SOFS Sub. Date and deliver to the Boyds the certificates described in paragraph 3.5(1) above and date and place in the company record book the certificates described in paragraph 3.5 (2) and (3) above.
f. Date and place in the corporate record book of SOFS the "Written Action of Directors" described in paragraph 3.6 above.
g. Date and place in the corporate record book of SOFS the SOFS Resignations of Gene Boyd, Fred Parker Boyd and Lxx Xxxxxxr dxxxxxxxx xn paragraph 3.1 above.
h. Place in the corporate record book of SOFS the list of post-reorganization directors and officers of SOFS described in paragraph 3.1.1 above.
i. [deleted].
j. Place in the corporate record book of SOFS the TSEC stock certificates and stock powers described in paragraph 3.8 above.
k. Place in a file of the Escrow Agent, for the purposes of the Lockup Agreement, the SOFS common stock certificates described in paragraph 3.9 above and mail to each of the persons that executed a Lockup Agreement a copy of his or her stock certificates so placed. Date...
Instructions to the Escrow Agent. All orders, requests, and instructions from the licensee to the escrow agent shall be in writing, signed by such persons as are signatories to this agreement, or such other designees as the licensee or the Radiation Protection Section may designate in writing. All orders, requests, and instructions from the Radiation Protection Section shall be in writing, signed by the designees of the Radiation Protection Section. The escrow agent shall be fully protected in acting in accordance with such orders, requests, and instructions. The escrow agent shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the licensee or the Radiation Protection Section under this agreement has occurred. The escrow agent shall have no duty to act in the absence of such orders, requests, and instructions from the licensee and/or the Radiation Protection Section, except as provided in this agreement.
