Investment of Escrow Assets. The Escrow Assets shall be invested in accordance with the instructions set forth in Exhibit C attached hereto. Such instructions may be modified only by a written certificate executed by an authorized officer of the Company and delivered to the Escrow Agent; however, this Escrow Agreement may not be altered by the Board of Directors of the Company in terms of the investment instructions, except as may be required by the Board of Directors to fulfill their fiduciary obligations. Escrow Agent shall make monthly accounting of such investments, the income received therefrom, and the then existing balance of the Escrow Account to the Company.
Investment of Escrow Assets. The Escrow Assets shall be invested in accordance with the instructions set forth in Exhibit C attached hereto. Such instructions may be modified only by a written certificate executed by an authorized officer of the Company and delivered to the Escrow Agent. The Escrow Agent shall make monthly accountings of such investments, the income received therefrom, and the then existing balance of the Escrow Account to the Company. 3.
Investment of Escrow Assets. Except as the Claiming Parties and the Shareholders may from time to time jointly instruct Escrow Agent in writing, the Escrow Assets will be invested from time to time, to the extent possible, in a treasury money market deposit account at Chase Manhattan Bank N.A., with any remainder being deposited and maintained in a money market deposit account with Escrow Agent, until disbursement of the entire Escrow Assets in accordance with the terms of this Agreement. Escrow Agent is authorized to liquidate in accordance with its customary procedures any portion of the Escrow Assets consisting of investments to provide for disbursements required to be made under this Agreement. All interest or other amounts earned on the Escrow Assets shall be added to the, and shall be considered, Escrow Assets and shall be considered the currently reportable income, for all tax purposes, of the Shareholders.
Investment of Escrow Assets. During the term of this Agreement the Escrow Agent shall invest and reinvest the Escrow Assets in obligations of the United States and agencies thereof or any money market account or fund investing solely in obligations of the United States or agencies thereof, provided that no such investment shall have a maturity of more than thirty (30) days from the date of such investment unless specifically agreed to by Buyer, Sellers Representative and, provided that the Warrant Escrow Release Date has not yet occurred, Conseco. Sellers Representative and, provided that the Warrant Escrow Release Date has not yet occurred, Conseco may, but are not required to, direct such investments of the foregoing types as Sellers Representative and, provided that the Warrant Escrow Release Date has not yet occurred, Conseco shall, in their sole discretion, deem appropriate, provided that no such investment shall have a maturity of more than thirty (30) days from the date of such investment unless specifically agreed to by Buyer. In the absence of a direction regarding investment, the Escrow Agent shall invest the Escrow Assets in the Escrow Agent's Fountain Square U.S. Treasury Obligations Fund. Investment Directions shall be delivered to the Escrow Agent by written instructions in the form of Exhibit C attached hereto. Interest earned on the Escrow Fund shall be distributed, no less frequently than quarterly, and allocated pro rata based upon the initial amount deposited, between Conseco and the Sellers Representative, who shall promptly distribute such interest earnings to the Securities Sellers pro rata according to the proportions set forth in Exhibit B.
Investment of Escrow Assets. The Escrow Agent agrees to invest and --------------------------- reinvest any cash deposited with the Escrow Agent at the written direction of the Stockholder Agent and risk of the Stockholders during the term of this Agreement. The Escrow Agent shall invest and reinvest any cash deposited with the Escrow Agent in X.X. Xxxxxx Institutional Service Prime Money Market Fund or any money market fund rated in the highest rating category by Standard and Poor's Ratings Services or Xxxxx'x Investor Service. The parties acknowledge that the Escrow Agent shall not be responsible for any diminution in value of the cash deposited with the Escrow Agent due to losses resulting from investments.
Investment of Escrow Assets. Until termination of this Agreement, the Escrow Agent shall hold without reinvestment all of the Deposited Shares. In the event any cash dividends or other assets of any kind are received with respect to the Deposited Shares, the Escrow Agent shall invest and reinvest the same in accordance with the written directions of the Members holding a majority of the Deposited Shares (the “Majority Members”) and subject to the terms of this Section 3 in (a) U.S. treasury bills or treasury notes, (b) any other direct obligation issued by or guaranteed in full as to principal and interest by the United States of America or (c) certificates of deposit issued by one or more commercial banks having capital, surplus and undivided profits of not less than $100,000,000, in each case with a maturity of less than 180 days. The Deposited Shares, together with any cash or other assets received with respect thereto and any investment earnings thereon, shall be the full escrow assets covered hereby (the “Escrow Assets”). The Escrow Agent is authorized to liquidate any portion of the Escrow Assets consisting of investments (except for the Deposited Shares - see Section 5(a)) to provide for payments required to be made under this Agreement. None of the Parties shall be liable or responsible in any manner for any loss or depreciation resulting from any such investment or liquidation, or for any costs in connection therewith, and all of said losses and costs shall be an adjustment to the Escrow Assets.
Investment of Escrow Assets. A. During the term of this Agreement, at the joint written direction of Parent and Representative, Escrow Assets deposited shall be invested in an interest-bearing money market account or other pooling arrangement that exclusively purchases and holds investments itemized in Exhibit B. All interest and other income earned on the Escrow Assets shall be added to and be a part of the Escrow Assets. Periodic statements will be provided to Parent and Representative reflecting transactions executed in the Escrow Assets. Parent and Representative, upon written request, shall receive a statement of transaction details upon completion of any securities transaction in the Escrow Assets without any additional cost. The Escrow Agent 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 a result of any investment in an investment indicated on Exhibit B or any investment made pursuant to the joint written investment instructions of Parent and Representative or as a result of any liquidation of any investment prior to its maturity in order to provide funds necessary to make required payments under this Agreement or for the failure of Representative or Parent to give the Escrow Agent instructions to invest or reinvest the Escrow Assets.
Investment of Escrow Assets. Any Cash held in the Operating --------------------------- Account shall be invested and reinvested in Qualified Assets by the Escrow Agent as may be requested in writing by the Beneficiary. AU investments shall be (x)(i) made in the name of the Escrow Agent for the account of the Escrow created by this Escrow Agreement, or (ii) made or held in nominee or street name, in the name of the Escrow Agent generally and (y) held by or under the control of the Escrow Agent and deposited in the Operating Account. The interest accruing and dividends paid thereon and any profit realized from such investments shall be credited to the Operating Account. Any such interest, dividends, or other income realized from such investments but not credited to the Operating Account shall be paid, transferred or otherwise distributed to the Grantor in such manner as the Grantor shall elect and as the Grantor shall instruct the Escrow Agent in writing, provided and to the extent that, at the time of such payment, the aggregate Market Value of the Escrow Assets in the Operating Account shall exceed 102% of the Required Reserve provided by the Beneficiary.
Investment of Escrow Assets. The Escrow Agent shall invest and reinvest all cash funds held from time to time as part of the Escrow Assets in accordance with the instructions of Capital as confirmed in writing, in highly-liquid, short-term investments which are readily convertible into cash, including, without limitation, any of the following kinds of investments, or any combination thereof: (i) bonds or other obligations of, or guaranteed by, the government of the United States of America or any State thereof or the District of Columbia, or agencies of any of the foregoing, having maturities of not greater than one (1) week; (ii) commercial paper rated, at the time of the Escrow Agent's investment therein or contractual commitment providing for such investment, at least P-1 by Moody's Investors Service, Inc. and A-l by Standard & Poor's Corporaxxxx xxd having maturities of not greater than one (1) week; or (iii) demand or time deposits, certificates of deposit or bankers' acceptances that have maturities of not greater than one (1) week and are issued by (A) a depository institution or trust company incorporated under the laws of the United States of America, any State thereof or the District of Columbia (including the Escrow Agent), or (B) a United States branch office or agency of a foreign depository institution or trust company; provided, however, that in any such case, the depository institution, trust company or office or agency has combined capital and surplus of not less than ONE HUNDRED MILLION DOLLARS (U.S. $100,000,000). In the absence of written instructions from Capital referred to above, the Escrow Agent shall invest and reinvest the cash portion of the Escrow Assets in a segregated interest-bearing account at Comerica Bank-California. The Escrow Agent is not obligated to earn any particular yield or rate of return on the Escrow Assets.
Investment of Escrow Assets. Any Cash held in the Operating Account shall be invested and reinvested only in Qualified Assets by the Escrow Agent as directed in writing by the Grantor or if an event of Default has occurred, as directed in writing by the Beneficiary. All investments shall be (i) made in the name of the Escrow Agent for the account of the Escrow created by this Escrow Agreement, or (ii) made or held in nominee or “street” name, in the name of the Escrow Agent generally and (iii) held by or under the control of the Escrow Agent and deposited in the Operating Account. Principal received upon redemption or maturity of an asset and any such cash will be held in the Principal Account. The interest accruing and dividends paid thereon and any profit realized from such investments shall be credited as follows: (1) to the Principal Account, if the Market Value of the Escrow Assets falls below 100% of the Required Reserve; or (2) to the Income Account, if the Market Value of the Escrow Assets is greater than 100% of the Required Reserve, but only that amount that exceeds 100% of the Required Reserve shall be deposited into the Income Account. Any such interest, dividends, or other income realized from such investments, that was credited to the Income Account shall be paid, transferred or otherwise distributed to the Grantor in such manner as the Grantor shall elect and as the Grantor shall instruct the Escrow Agent in writing, provided and to the extent that, at the time of such payment, the aggregate Market Value of the Escrow Assets in the Operating Account shall exceed one hundred percent (100%) of the Required Reserve provided by the Beneficiary and no Default has occurred. The Grantor and the Beneficiary intend that all of such accumulated interest, dividends and other income to which the Grantor is entitled shall be so paid, transferred and distributed to the Grantor only after each annual re-evaluation of the Required Reserve. The Grantor may, but is not required to, engage any qualified investment advisor affiliated with the Escrow Agent or the Beneficiary in connection with the management of the Escrow Assets. Any such management of Escrow Assets by a qualified investment advisor as provided herein shall be for the account and at the risk of the Grantor, subject to the further limitations and requirements of this Escrow Agreement. The Grantor hereby acknowledges that it is not required under this Escrow Agreement to engage any such investment advisor to manage the Escrow...
