Unless Escrow Agent Sample Clauses

Unless Escrow Agent is guilty of negligence or misconduct with regard to its duties hereunder, Borrower hereby agrees to indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in connection therewith, to indemnify Escrow Agent against any and all expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim. Escrow Agent shall be vested with a lien on all property deposited hereunder for indemnification, for reasonable attorneys’ fees, court costs, for any suit, interpleader or otherwise, or any other expenses, fees or charges of any character or nature, which may be incurred by Escrow Agent by reason of disputes arising among Borrower, Issuer and Lender as to the correct interpretation of the Loan Agreement or this Agreement and instructions given to Escrow Agent hereunder, or otherwise, with the right of Escrow Agent, regardless of the instructions aforesaid, to hold the said property until and unless said additional expenses, fees and charges shall be fully paid.‌
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Related to Unless Escrow Agent

  • 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.

  • Notice to Escrow Agent Documents will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following: [Name, address, contact person, fax number]

  • Direction to Escrow Agent The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement.

  • Successor to Escrow Agent Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction. The Parties have executed and delivered this Agreement as of the date set out above. ODYSSEY TRUST COMPANY (signed) "Xxxx Xxxxxx" Authorized signatory (signed) "Xxxxxx Xxxxxx" Authorized signatory BIOVAXYS TECHNOLOGY CORP. (signed) "Xxxxx Xxxxxx" Authorized signatory Signed, sealed and delivered by ) XXXXXX XXXXXXX in the presence of: ) ) ) Signature of Witness ) (signed) "Xxxxxx Xxxxxxx" ) XXXXXX XXXXXXX ) Name of Witness ) ) Signed, sealed and delivered by ) XXXXX XXXXXX in the presence of: ) ) ) Signature of Witness ) (signed) "Xxxxx Xxxxxx" ) XXXXX XXXXXX ) Name of Witness ) Signed, sealed and delivered by ) XXXXX XXXX in the presence of: ) ) ) Signature of Witness ) (signed) "Xxxxx Xxxx" ) XXXXX XXXX ) Name of Witness ) ) Signed, sealed and delivered by ) XXXXXXX XXXXX in the presence of: ) ) ) Signature of Witness ) (signed) "Xxxxxxx Xxxxx" ) XXXXXXX XXXXX ) Name of Witness ) Signed, sealed and delivered by ) XXXXXXX XXXXXX in the presence of: ) ) ) Signature of Witness ) (signed) "Xxxxxxx Xxxxxx" ) XXXXXXX XXXXXX ) Name of Witness ) ) Schedule “A” to Escrow Agreement Securityholder Class or description Number Certificate(s) (if applicable) Common Shares 242,303 Options 62,400 Name: Xxxxxx Xxxxxxx Securities: Securityholder Class or description Number Certificate(s) (if applicable) Common Shares 12,417,333 Name: Xxxxx Xxxxxx Securities: Securityholder Class or description Number Certificate(s) (if applicable) Common Shares 4,696,067 Name: Xxxxx Xxxx Securities: Securityholder Class or description Number Certificate(s) (if applicable) Common Shares 6,037,800 Name: Xxxxxxx Xxxxx Securities: Securityholder Class or description Number Certificate(s) (if applicable) Options 32,448 Name: Xxxxxxx Xxxxxx Securities: Schedule “B” to Escrow Agreement Acknowledgment and Agreement to be Bound I acknowledge that the securities listed in the attached Schedule “A” (the “escrow securities”) have been or will be transferred to me and that the escrow securities are subject to an Escrow Agreement dated _ (the “Escrow Agreement”). For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the escrow securities, as if I were an original signatory to the Escrow Agreement. Dated at on . Where the transferee is an individual: Signed, sealed and delivered by ) [Transferee] in the presence of: ) ) ) Signature of Witness ) ) _ ) [Transferee] ) Name of Witness ) ) Where the transferee is not an individual: [Transferee] _ Authorized signatory _

  • Delivery to Escrow Agent You may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent:

  • Resignation of Escrow Agent (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer.

  • Title Company Escrow Holder shall cause the Title Company to issue the Buyer’s Title Policy to Buyer.

  • Sellers’ Representative (a) Each of the Sellers hereby appoints Xxxx Xxxxx as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative.

  • Escrow Escrow shall be opened by Seller and funds deposited in escrow upon acceptance of this Agreement by both parties. The escrow holder will be a nationally-recognized escrow company selected by Seller. A copy of this Agreement will be delivered to the escrow holder and will serve as escrow instructions together with the escrow holder's standard instructions and any additional instructions required by the escrow holder to clarify its rights and duties (and the parties agree to sign these additional instructions). If there is any conflict between these other instructions and this Agreement, this Agreement will control.

  • Deposit of Escrow Securities in Escrow (1) You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive.

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