Joint Written Instruction Sample Clauses

Joint Written Instruction. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.
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Joint Written Instruction. Except as provided in Sections 3(b), 3(c) and 3(d), the Escrow Agent shall hold the Escrow Property in escrow until the receipt by the Escrow Agent of a notice, executed by both the Seller?s Representative and the Buyer, directing the disposition of the Escrow Property. The Escrow Agent shall not follow instructions relating to the disposition of the Escrow Property executed only by the Buyer or return the Escrow Funds to the Buyers without the Sellers? Representative?s prior written consent. (d)
Sample 1
Joint Written Instruction. Upon termination of this Agreement as provided in this Article XI, Seller and Buyer shall, as promptly as practicable and in any event within two Business Days after the date that this Agreement is terminated, execute and deliver to each other and the Escrow Agent joint written instructions for the disbursement of the Deposit to the Party entitled to receive the same under this Article XI free and clear of any claims by the other Party with respect thereto. {JK01396073.28 }
Sample 1
Joint Written Instruction. Notwithstanding any other provision in this Agreement to the contrary, in the event that Purchaser and Seller jointly instruct Escrow Agent in writing to release Escrow Funds for any reason, even if such release is not contemplated by this Agreement, Escrow Agent shall promptly comply with such joint written instruction and shall incur no liability for following such joint written direction.
Sample 1
Joint Written Instruction. In accordance with Section 3 of the Escrow Agreement, the Escrow Parties hereby jointly acknowledge that Nine Hundred Thousand and No/100 Dollars ($900,000.00) shall be wired immediately to Counsel for Sellers Escrow Accow1t: Centennial Bank: [redacted] [redacted] Routing Number [redacted] For Credit to: Kxxxx Xxxxxxx Xxxxxxx, LLC Escrow Account [redacted] [redacted] Account Number [redacted] and the Remaining Funds, Four Hundred Thousand and No/00 Dollars ($400,000.00) should be distributed to Investor immediately upon receipt by Escrow Agent of this Termination.
Sample 1
Joint Written Instruction. The Escrow Agent is hereby authorized and directed to make disbursements of the Escrow Funds if a distribution has been jointly agreed to, in writing, by the Partnership, NGP and the Contributor Representative. The Escrow Agent shall, promptly upon receipt of such joint written instructions from the Partnership, NGP and the Contributor Representative, release the Escrow Funds (or any portions thereof) in accordance with such joint written instructions. The Partnership, NGP and the Contributor Representative agree that, where terms of Contribution Agreement require disbursements in accordance therewith, the Partnership, NGP, and the Contributor Representative, as applicable, shall use their best efforts in complying with such terms with respect to a joint written instruction required hereunder.
Sample 1
Joint Written Instruction. If the Escrow Agent receives joint written instructions from the Investor Representative and the Major Stockholder, substantially in the form of Exhibit B hereto, as to payment of all or any part of the General Escrow Fund, the Escrow Agent shall use its best efforts to promptly, and in any event within three business days of its actual receipt of that instruction, pay the amount specified in that instruction (including any Net Interest and Income thereon) as directed therein. The Escrow Agent shall have no obligation to follow any directions set forth in any joint written instructions unless and until the Escrow Agent is satisfied, in its sole discretion, that the persons executing said joint written instructions are authorized to do so.
Sample 1
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Related to Joint Written Instruction

  • Written Instructions Instructions may be transmitted in a writing that bears the manual signature of Authorized Persons.

  • Certain Actions Upon Written Instructions Upon receipt of a Written Instructions and not otherwise, the Custodian shall:

  • Authorized Instructions The Custodian shall be entitled to rely upon any Oral Instructions or Instructions actually received by the Custodian and reasonably believed in good faith by the Custodian to be from an Authorized Person (“Authorized Instructions”). Notwithstanding any other provision included in this Agreement, Written Instructions relating to the disbursement of moneys of the Fund other than in connection with the purchase, sale or settlement of Securities, shall be in the form of a Certificate. The Fund agrees that an Authorized Person shall forward to the Custodian Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact Instructions confirming Oral Instructions are not received or that contrary Instructions are received by the Custodian after the Custodian has effected such Oral Instructions shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by the Custodian.

  • 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.

  • Acting on Instructions; Unclear Instructions (a) Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank ("Instructions"). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Bank's negligence, bad faith, fraud, or willful misconduct.

  • No Action Except Under Specified Documents or Instructions The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Transaction Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.3.

  • DELIVERY INSTRUCTIONS In the event of a Failed Final Remarketing, Senior Notes that are in physical form should be delivered to the person(s) set forth below and mailed to the address set forth below. Name(s) (Please Print) Address (Please Print) (Zip Code) (Tax Identification or Social Security Number) EXHIBIT G INSTRUCTION TO CUSTODIAL AGENT REGARDING WITHDRAWAL FROM REMARKETING U.S. Bank National Association as Custodial Agent 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Telephone No.: (000) 000-0000 Telecopier No.: (000) 000-0000 Attention: Corporate Trust Administration Re: Senior Notes due 2010 of PNM Resources, Inc. (the “Company”) The undersigned hereby notifies you in accordance with Section 5.07(c) of the Pledge Agreement, dated as of October 7, 2005 (the “Pledge Agreement”), among the Company and you, as Collateral Agent, Custodial Agent and Securities Intermediary, and U.S. Bank National Association, as Purchase Contract Agent and as attorney-in-fact for the holders of Corporate Units from time to time, that the undersigned elects to withdraw the $__________ aggregate principal amount of Separate Senior Notes delivered to the Collateral Agent on __________, 2010 for remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned hereby instructs you to return such Senior Notes to the undersigned in accordance with the undersigned’s instructions. With this notice, the undersigned hereby agrees to be bound by the terms and conditions of Section 5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined shall have the meaning set forth in the Pledge Agreement. Dated: By: Name: Title: Signature Guarantee: Name Social Security or other Taxpayer Identification Number, if any Address

  • Fund Instructions 6.1 Transfer Agent will not be liable for its acting upon Written or Oral Instructions reasonably believed to have been executed by an Authorized Person and executed in accordance with the standard of care provided in Section 10, and Transfer Agent will not be held to have any notice of any change of authority of any person until receipt of a Written Instruction thereof from a Fund. Transfer Agent will also have no liability when processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of a Fund and the proper countersignature of Transfer Agent.

  • Stop Transfer Instructions In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a)).

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