Common use of Investment of Escrow Amount Clause in Contracts

Investment of Escrow Amount. The Escrow Agent shall, as soon as possible upon receipt of the Escrow Amount, invest the Escrow Amount in (i) term deposits or guaranteed investment certificates with a Schedule I Canadian Chartered Bank or (ii) such other investment as the Seller and the Buyer shall jointly instruct from time to time in writing on reasonable notice to the Escrow Agent, in each case denominated in US dollars. The Escrow Agent (i) makes no representation as to the nature or quality of the investment, including as to return of capital, income, profit, yield or return available or to be earned upon the Escrow Amount and (ii) shall bear no liability for any failure to achieve the maximum possible or desired yield or return from the Escrow Amount or for diminution of value of the amounts invested by it in accordance with the terms hereof. The ultimate beneficiary or beneficiaries of the Escrow Amount shall be responsible for and shall pay any and all tax liabilities with respect to income generated by the Escrow Amount. All interest and other income earned on the Escrow Amount shall be considered currently reportable income of such beneficiary or beneficiaries for income tax purposes. The Escrow Agent shall annually file information returns with the Canada Revenue Agency and payee statements with the Buyer and the Seller documenting such interest payments, provided that the Buyer and the Seller shall have promptly following the date hereof provided the Escrow Agent with the forms necessary to complete such information returns and payee statements. All interest accruing from the date of this Agreement on the Escrow Amount or any part thereof held by the Escrow Agent shall accrue to the benefit of the party to which the portion of the Escrow Amount to which the interest relates is paid.

Investment of Escrow Amount. The Escrow Agent shall, as soon as possible upon receipt of the Escrow Amount, invest the Escrow Amount in (i) term deposits or guaranteed investment certificates with a Schedule I Canadian Chartered Bank or (ii) such other investment as the Seller and the Buyer shall jointly instruct from time to time in writing on reasonable notice to the Escrow Agent, in each case denominated in US dollars. The Escrow Agent (i) makes no representation as to the nature or quality of the investment, including as to return of capital, income, profit, yield or return available or to be earned upon the Escrow Amount and (ii) shall bear no liability for any failure to achieve the maximum possible or desired yield or return from the Escrow Amount or for diminution of value of the amounts invested by it Until released in accordance with the terms hereof. The ultimate beneficiary or beneficiaries of this Agreement, the Escrow Amount shall be responsible for kept segregated in the records of the Escrow Agent and shall pay any and all tax liabilities with respect be deposited in one or more interest-bearing trust accounts to income generated be maintained by the Escrow Amount. All interest and other income earned on Agent in the name of the Escrow Amount shall be considered currently reportable income of Agent at one or more banks listed in Schedule “C” to this Agreement (each such beneficiary or beneficiaries for income tax purposesbank, an “Approved Bank”). The Escrow Agent shall annually file information returns with pay interest at an annual rate which is equal to [●], such annual rate not to be less than zero. Such payment obligation shall be calculated daily and paid to the Canada Revenue Agency and payee statements with account(s) within three (3) business days of each month-end. The Escrow Agent may receive investment earnings in excess of or less than the Buyer and the Seller documenting interest payable pursuant to this Section, such interest payments, provided that the Buyer and the Seller shall have promptly following the date hereof provided earnings being for the Escrow Agent with the forms necessary to complete such information returns and payee statementsAgent’s benefit or at its risk, as applicable. All interest accruing from the date of this Agreement on the Escrow Amount or any part thereof amounts held by the Escrow Agent pursuant to this Agreement shall accrue to be held by the benefit of Escrow Agent for Purchaser and the party to which the portion delivery of the Escrow Amount to the Escrow Agent shall not give rise to a debtor-creditor or other similar relationship. The amounts held by the Escrow Agent pursuant to this Agreement are at the sole risk of Purchaser and, without limiting the generality of the foregoing, the Escrow Agent shall have no responsibility or liability for any diminution of the Escrow Amount which may result from any deposit made with an Approved Bank pursuant to this Section 4, including any losses resulting from a default by the interest relates Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The parties hereto acknowledge and agree that the Escrow Agent will have acted prudently in depositing the Escrow Amount at any Approved Bank, and that the Escrow Agent is paidnot required to make any further inquiries in respect of any such bank. At any time and from time to time, Purchaser shall be entitled to direct the Escrow Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrow Amount that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Escrow Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and Purchaser acknowledges and agrees that such specified amount remains at the sole risk of Purchaser prior to and after such withdrawal.

Investment of Escrow Amount. During the term of this Agreement, the Escrow Amount and all interest thereon shall be invested and reinvested by the Escrow Agent in the investment(s) indicated on SCHEDULE 1. The Escrow Agent shall, shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. The Escrow Agent shall have no liability for any loss sustained as soon a result of any investment in an investment indicated on SCHEDULE 1 or any investment made pursuant to the instructions of the parties hereto or as possible upon receipt a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to reinvest the Escrow Amount. If the Escrow Agent has not received joint written instructions of Parent and the Stockholder Representative ("JOINT WRITTEN INSTRUCTIONS") at any time that an investment decision must be made, the Escrow Agent shall invest the Escrow Amount in (i) term deposits or guaranteed investment certificates with a Schedule I Canadian Chartered Bank or (ii) such other investment as the Seller and the Buyer shall jointly instruct from time to time in writing on reasonable notice to the Escrow Agent, in each case denominated in US dollars. The Escrow Agent (i) makes no representation as to the nature or quality of the investment, including as to return of capital, income, profit, yield or return available or to be earned upon the Escrow Amount and (ii) shall bear no liability for any failure to achieve the maximum possible or desired yield or return from the Escrow Amount or for diminution of value of the amounts invested by it in accordance with the terms hereof. The ultimate beneficiary or beneficiaries of the Escrow Amount shall be responsible for and shall pay any and all tax liabilities with respect to income generated by the Escrow Amountinterest thereon in commercial paper rated AA. All interest and other income earned on the Escrow Amount through the Termination Date shall not become part of the Escrow Amount. For tax purposes, all interest and other income earned on the Escrow Amount shall be considered currently reportable reported as taxable income of the Parent and the Escrow Agent shall file applicable tax forms consistent with such beneficiary or beneficiaries for income tax purposestreatment. The Escrow Agent shall annually file information returns with pay to Parent from the Canada Revenue Agency and payee statements with Escrow Account annually, no later than thirty (30) days after the Buyer and end of each calendar year, the Seller documenting amount of such interest payments, provided that and other income earned during such calendar year. The correct taxpayer identification number of Parent and each of the Buyer and Stockholders is set forth on SCHEDULE 2. As soon as practicable after the Seller shall have promptly following the date hereof provided the Escrow Agent with the forms necessary to complete such information returns and payee statements. All interest accruing from the date execution of this Agreement on by the Escrow Amount or any part thereof held by parties hereto, the Escrow Agent shall accrue be provided with a fully completed and executed Internal Revenue Service Form W-8 or W-9, as applicable, from Parent and each of the Stockholders. The Escrow Agent shall file such reports and withhold such taxes as it determines is required by law or regulation. It is expressly agreed and understood that the Escrow Account shall be treated as a grantor trust of the Parent for tax purposes and Parent shall be responsible for filing any applicable tax returns with respect to the benefit of the party to which the portion of interest and other income earned on the Escrow Amount to which the interest relates is paidAmount.

Investment of Escrow Amount. The Escrow Amount shall be credited by Escrow Agent shalland recorded in an escrow account. Escrow Agent shall be permitted, and is hereby authorized to deposit, transfer, hold and invest all funds received under this Escrow Agreement, including principal and interest or other investment income in Xxxxx Fargo Funds Money Market Deposit Account as soon as possible upon receipt set forth in Exhibit A, during the period of the this escrow. Escrow Amount, Agent may invest the Escrow Amount in (i) term deposits or guaranteed investment certificates alternative investments in accordance with a Schedule I Canadian Chartered Bank or (ii) such other investment written instructions as the Seller and the Buyer shall jointly instruct may from time to time in writing on reasonable notice be provided to Escrow Agent and signed by both Buyer and Seller. Any interest or other investment income received by Escrow Agent with respect to the Escrow Agent, in each case denominated in US dollars. The Escrow Agent (i) makes no representation as to the nature or quality of the investmentAmount, including as to return reinvested interest or other investment income shall become part of capital, income, profit, yield or return available or to be earned upon the Escrow Amount and (ii) shall bear no liability for any failure to achieve the maximum possible or desired yield or return from the Escrow Amount or for diminution of value of the amounts invested by it be released in accordance with the terms hereofprovisions of this Escrow Agreement. The ultimate beneficiary parties agree that, for tax reporting purposes, all interest or beneficiaries of the Escrow Amount shall be responsible for and shall pay any and all tax liabilities with respect to income generated by the Escrow Amount. All interest and other taxable investment income earned on the Escrow Amount in any tax year shall be considered currently reportable income of such beneficiary or beneficiaries for income tax purposestaxable to Buyer. The parties hereto shall on or prior to the date hereof, provide Escrow Agent with certified tax identification numbers by furnishing appropriate IRS forms W-9 or W-8 and other forms and documents that Escrow Agent may reasonably request. The parties hereto understand that if such tax reporting documentation is not so provided to Escrow Agent, Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, to withhold a portion of any interest or other investment income earned on the Escrow Fund pursuant to this Escrow Agreement. To the extent that Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of funds held or payments made hereunder, Escrow Agent shall annually file information returns with satisfy such liability to the Canada Revenue Agency and payee statements with the Buyer and the Seller documenting such interest payments, provided that the Buyer and the Seller shall have promptly following the date hereof provided extent possible from the Escrow Amount. The parties agree to indemnify and hold Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses that may be assessed against Escrow Agent on or with the forms necessary respect to complete any payment or other activities under this Escrow Agreement unless any such information returns tax, addition for late payment, interest, penalties and payee statements. All interest accruing from the date other expenses shall arise out of this Agreement on the Escrow Amount or any part thereof held be caused by the actions of, or failure to act, by Escrow Agent shall accrue to the benefit of the party to which the portion of the Escrow Amount to which the interest relates is paidAgent.

Investment of Escrow Amount. The Adjustment Escrow Amount shall be invested without distinction between principal or interest by the Escrow Agent shall, as soon as possible upon receipt in the following Fifth Third BankSafe Deposit Account: [00-0-0000000] Note to draft: Escrow Agent to provide prior to Closing.. The Indemnity Escrow Amount shall be invested without distinction between principal or interest by the Escrow Agent in the following Fifth Third BankSafe Deposit Account: [00-0-0000000] Note to draft: Escrow Agent to provide prior to Closing.. Investments of monies in the Escrow Account shall in any event mature or be redeemable or be subject to liquidation by sale or otherwise at the option of the Escrow Amount, invest Agent at such time as may be necessary to make timely disbursements from the Escrow Amount in (i) term deposits Account. Any such investments may be purchased from the Escrow Agent or guaranteed investment certificates with a Schedule I Canadian Chartered Bank or (ii) such other investment as the Seller and the Buyer shall jointly instruct from time to time in writing on reasonable notice to any affiliate of the Escrow Agent, in each case denominated in US dollars. The Escrow Agent (i) makes Account shall be credited with all proceeds of sale and income from such investment. Without the advance written consent of Buyer and the Sellers’ Representative, no representation as to the nature or quality funds of the investment, including as to return of capital, income, profit, yield or return available or to Escrow Account may be earned upon invested in any securities other than those identified above. Buyer and Sellers’ Representative acknowledge that the Escrow Amount and (ii) shall bear no liability for any failure to achieve the maximum possible Agent is not providing investment supervision, recommendations, or desired yield advice. Any loss or return from the Escrow Amount or for diminution expense incurred as a result of value of the amounts invested by it an investment made in accordance with the terms hereof. The ultimate beneficiary or beneficiaries of the Escrow Amount shall and conditions hereof will be responsible for and shall pay any and all tax liabilities with respect to income generated borne by the Escrow Amount. All Notwithstanding the foregoing, in no event will the interest and other income earned on with respect to the Escrow Amount shall be considered currently reportable income of such beneficiary or beneficiaries for income tax purposes. The Escrow Agent shall annually file information returns with the Canada Revenue Agency and payee statements with the Buyer and the Seller documenting such interest payments, provided that the Buyer and the Seller shall have promptly following the date hereof provided the Escrow Agent with the forms necessary Accounts pursuant to complete such information returns and payee statements. All interest accruing from the date of this Agreement on exceed in the Escrow Amount or any part thereof held by the Escrow Agent shall accrue to the benefit aggregate 15% of the party to which aggregate amount of the portion initial deposit of the Escrow Amount to which Account, and any amounts of the interest relates and other income received with respect to the Escrow Accounts in excess thereof will be paid to Buyer. The preceding sentence is paidintended to ensure that the right to the Escrow Account is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the United States Treasury Regulations promulgated thereunder.

Investment of Escrow Amount. The Escrow Amount shall be credited by Escrow Agent shalland recorded in an escrow account. Escrow Agent shall be permitted, and is hereby authorized to deposit, transfer, hold and invest all funds received under this Escrow Agreement, including principal and interest or other investment income in Xxxxx Fargo Funds Money Market Deposit Account as soon as possible upon receipt set forth in Exhibit A, during the period of the this escrow. Escrow Amount, Agent may invest the Escrow Amount in (i) term deposits or guaranteed investment certificates alternative investments in accordance with a Schedule I Canadian Chartered Bank or (ii) such other investment written instructions as the Seller and the Buyer shall jointly instruct may from time to time in writing on reasonable notice be provided to Escrow Agent and signed by both Buyer and Seller. Any interest or other investment income received by Escrow Agent with respect to the Escrow Agent, in each case denominated in US dollars. The Escrow Agent (i) makes no representation as to the nature or quality of the investmentAmount, including as to return reinvested interest or other investment income shall become part of capital, income, profit, yield or return available or to be earned upon the Escrow Amount and (ii) shall bear no liability for any failure to achieve the maximum possible or desired yield or return from the Escrow Amount or for diminution of value of the amounts invested by it be released in accordance with the terms hereofprovisions of this Escrow Agreement. The ultimate beneficiary parties agree that, for tax reporting purposes, all interest or beneficiaries of the Escrow Amount shall be responsible for and shall pay any and all tax liabilities with respect to income generated by the Escrow Amount. All interest and other taxable investment income earned on the Escrow Amount in any tax year shall be considered currently reportable income of such beneficiary or beneficiaries for income tax purposestaxable to Buyer. The parties hereto shall on or prior to the date hereof, provide Escrow Agent with certified tax identification numbers by furnishing appropriate IRS forms W-9 or W-8 and other forms and documents that Escrow Agent may reasonably request. The parties hereto understand that if such tax reporting documentation is not so provided to Escrow Agent, Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, to withhold a portion of any interest or other investment income earned on the Escrow Fund pursuant to this Escrow Agreement. To the extent that Escrow Agent becomes liable for the payment of any taxes in respect of income derived from die investment of funds held or payments made hereunder, Escrow Agent shall annually file information returns with satisfy such liability to the Canada Revenue Agency and payee statements with the Buyer and the Seller documenting such interest payments, provided that the Buyer and the Seller shall have promptly following the date hereof provided extent possible from the Escrow Amount. The parties agree to indemnify and hold Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses that may be assessed against Escrow Agent on or with the forms necessary respect to complete any payment or other activities under this Escrow Agreement unless any such information returns tax, addition for late payment, interest, penalties and payee statements. All interest accruing from the date other expenses shall arise out of this Agreement on the Escrow Amount or any part thereof held be caused by the actions of, or failure to act, by Escrow Agent shall accrue to the benefit of the party to which the portion of the Escrow Amount to which the interest relates is paidAgent.