Optional Security Procedures. In the event funds transfer instructions, address changes or change in contact information are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Escrow Agent is authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by Escrow Agent and shall be effective only after Escrow Agent has a reasonable opportunity to act on such changes. If the Escrow Agent is unable to contact any of the designated representatives identified in Schedule C, the Escrow Agent is hereby authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to any one or more of Depositor’s or Recipient’s executive officers (“Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, President and Vice President, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. Depositor and Recipient agree that the Escrow Agent may at its option record any telephone calls made pursuant to this Section. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Depositor or Recipient to identify (a) the beneficiary, (b) the beneficiary's bank, or (c) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. Depositor and Recipient acknowledge that these optional security procedures are commercially reasonable.
Optional Security Procedures. In the event funds transfer instructions, address changes or change in contact information are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Escrow Agent is authorized, but is under no duty to seek confirmation of such instructions by telephone call-back to the applicable Appointed Persons, and the Escrow Agent is entitled to rely upon the confirmation of anyone purporting to be such Appointed Person. The Appointed Persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Escrow Agent and will be effective only after the Escrow Agent has had a reasonable opportunity to act on such changes. Parent and the Securityholder Representative agree that the Escrow Agent is permitted, at the Escrow Agent’s option, to record any telephone calls made pursuant to this Section 18. The Escrow Agent in any funds transfer is permitted to rely solely upon any account numbers or similar identifying numbers provided by Parent and the Securityholder Representative to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Escrow Agent is permitted to apply any of the Escrow Cash, as applicable, for any payment order the Escrow Agent executes using any such identifying number, even when its use results in a person or an entity other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. Parent and the Securityholder Representative acknowledge that these optional security procedures are commercially reasonable.
Optional Security Procedures. In the event funds transfer instructions, address changes or change in contact information are given (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, Bank is authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to an Authorized Representative, and Bank may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by Bank and shall be effective only after Bank has a reasonable opportunity to act on such changes. City agrees that Bank may at its option record any telephone calls made pursuant to this Section. Bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by City to identify (a) the beneficiary, (b) the beneficiary's bank, or (c) an intermediary bank. Bank may apply funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. City acknowledges that these optional security procedures are commercially reasonable.
Optional Security Procedures. In the event funds transfer instructions, address changes or change in contact information are given (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, Agent is authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to an Authorized Representative, and Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by Agent and shall be effective only after Agent has a reasonable opportunity to act on such changes. Company agrees that Agent may at its option record any telephone calls made pursuant to this Section. Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Company to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. Agent may apply funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. Company acknowledges that these optional security procedures are commercially reasonable.
Optional Security Procedures. In the event funds transfer instructions, address changes or change in contact information are given (other than in writing at the time of execution of this Agreement), whether in writing, by facsimile or otherwise, Escrow Agent is authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule C hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by Escrow Agent and shall be effective only after Escrow Agent has a reasonable opportunity to act on such changes. If Escrow Agent is unable to contact any of the designated representatives identified in Schedule C, Escrow Agent is hereby authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to any one or more of Depositor’s or Beneficiary’ executive officers (“Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, President and Vice President, as Escrow Agent may select. Such Executive Officer shall deliver to Escrow Agent a fully executed incumbency
Optional Security Procedures. IN THE EVENT FUNDS TRANSFER INSTRUCTIONS, ADDRESS CHANGES OR CHANGE IN CONTACT INFORMATION ARE GIVEN (OTHER THAN IN WRITING AT THE TIME OF EXECUTION OF THIS ESCROW AGREEMENT), WHETHER IN WRITING, BY FACSIMILE OR OTHERWISE, THE ESCROW AGENT IS AUTHORIZED BUT SHALL BE UNDER NO DUTY TO SEEK CONFIRMATION OF SUCH INSTRUCTIONS BY TELEPHONE CALL-BACK TO THE PERSON OR PERSONS DESIGNATED ON SCHEDULE A HERETO, AND THE ESCROW AGENT MAY RELY UPON THE CONFIRMATION OF ANYONE PURPORTING TO BE THE PERSON OR PERSONS SO DESIGNATED. THE PERSONS AND TELEPHONE NUMBERS FOR CALL-BACKS MAY BE CHANGED ONLY IN WRITING ACTUALLY RECEIVED AND ACKNOWLEDGED BY THE ESCROW AGENT AND SHALL BE EFFECTIVE ONLY AFTER THE ESCROW AGENT HAS A REASONABLE OPPORTUNITY TO ACT ON SUCH CHANGES. IF THE ESCROW AGENT IS UNABLE TO CONTACT ANY OF THE DESIGNATED REPRESENTATIVES IDENTIFIED IN SCHEDULE A, THE ESCROW AGENT IS HEREBY AUTHORIZED BUT SHALL BE UNDER NO DUTY TO SEEK CONFIRMATION OF SUCH INSTRUCTIONS BY TELEPHONE CALL-BACK TO ANY ONE OR MORE OF PURCHASER OR THE REPRESENTATIVE’S EXECUTIVE OFFICERS (“EXECUTIVE OFFICERS”), AS THE CASE MAY BE, WHICH SHALL INCLUDE THE TITLES OF CHIEF EXECUTIVE OFFICER, PRESIDENT AND VICE PRESIDENT, AS THE ESCROW AGENT MAY SELECT. SUCH EXECUTIVE OFFICER SHALL DELIVER TO THE ESCROW AGENT A FULLY EXECUTED INCUMBENCY CERTIFICATE, AND THE ESCROW AGENT MAY RELY UPON THE CONFIRMATION OF ANYONE PURPORTING TO BE ANY SUCH OFFICER. PURCHASER AND THE REPRESENTATIVE AGREE THAT THE ESCROW AGENT MAY AT ITS OPTION RECORD ANY TELEPHONE CALLS MADE PURSUANT TO THIS SECTION. THE ESCROW AGENT IN ANY FUNDS TRANSFER MAY RELY SOLELY UPON ANY ACCOUNT NUMBERS OR SIMILAR IDENTIFYING NUMBERS PROVIDED BY PURCHASER OR THE REPRESENTATIVE TO IDENTIFY (A) THE BENEFICIARY, (B) THE BENEFICIARY'S BANK, OR (C) AN INTERMEDIARY BANK. THE ESCROW AGENT MAY APPLY ANY OF THE ESCROW FUNDS FOR ANY PAYMENT ORDER IT EXECUTES USING ANY SUCH IDENTIFYING NUMBER, EVEN WHEN ITS USE MAY RESULT IN A PERSON OTHER THAN THE BENEFICIARY BEING PAID, OR THE TRANSFER OF FUNDS TO A BANK OTHER THAN THE BENEFICIARY'S BANK OR AN INTERMEDIARY BANK DESIGNATED. PURCHASER AND THE REPRESENTATIVE ACKNOWLEDGE THAT THESE OPTIONAL SECURITY PROCEDURES ARE COMMERCIALLY REASONABLE.
