Investment of Escrow Cash. Upon receipt of any cash, including upon the sale or liquidation of, or the declaration of any cash dividend or distribution in respect of, any Escrow Shares (any such cash, the "Escrow Cash"), the Escrow Agent shall invest and re-invest such cash (i) solely at the risk of the beneficiaries of the Escrow Account; (ii) in the name of the Escrow Agent or its nominee; and (iii) in such amounts and in such Permitted Investments (as defined below) as DGSE may designate in writing from time to time. Income, if any, resulting from the investment of the Escrow Cash or the liquidation of Permitted Investments shall be retained by the Escrow Agent and will be considered, for all purposes of this Agreement, to be part of the Escrow Cash deposited in the Escrow Account. "Permitted Investments" means an investment in any of the following accounts, securities and instruments: (i) demand deposits, certificates of deposit, bankers acceptances, time deposits and other deposit accounts with commercial banks organized under the laws of the United States of American, or any State thereof, having an aggregate capital and surplus in excess of $100,000,000 and, to the extent applicable, having a maturity of not more than 180 days from the date of investment therein; (ii) investments in marketable direct obligations of, or obligations unconditionally and fully guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America) and maturing not more than one year from the date of investment therein; (iii) open market commercial paper rated at least "A1" or "P1" or better by a nationally recognized statistical rating organization and maturing not more than one year from the issuance thereof; (iv) money market and other mutual funds invested solely in (A) the types of Permitted Investments described in clauses (i) through (iii), inclusive, of this definition of Permitted Investments, and (B) investments pursuant to or arising under currency agreements or interest rate agreements entered into in the ordinary course of business. Any interest earnings from any Permitted Investment shall be credited upon receipt by the Escrow Agent to the Escrow Fund. [ DGSE and the Stockholder Agent each hereby acknowledges that pursuant to national banking regulations, it has been informed that it is entitled to receive separate written notification of every security transaction effected for the E...
Investment of Escrow Cash. (a) If the Escrow Agent will have received specific written investment instruction from MHRx (which instructions will include instruction as to term to maturity, if applicable), on a timely basis, the Escrow Agent will invest the Merger Consideration Cash and the SPA Cash in any combination of the following investments; provided, however, that the Escrow Agent will not invest the Merger Consideration Cash or the SPA Cash in any way in which either the Merger Consideration Cash or the SPA Cash would not be available for distribution upon the Escrow Release Date:
(i) marketable obligations of, or fully and directly guaranteed by, the United States, which obligations have a maturity of not more than ninety (90) days;
(ii) money market funds registered under the Investment Company Act of 1940, as amended from time to time, the portfolios of which are limited to Government Securities (as defined therein); or
(iii) such other investments as MHRx may authorize the Escrow Agent to make from time to time; provided, however, that such investments are rated at least “AA” or higher by at least one nationally recognized rating agency, or, if such investments are in short term commercial paper, are rated at least “A1” or “P1” by such an agency. Absent its timely receipt of such specific written investment instruction from MHRx, the Escrow Agent will invest all of the Merger Consideration Cash and the SPA Cash as provided on Part A of Schedule VIII until such investment instruction is received.
(b) If the Escrow Agent will have received specific written investment instruction from Parent (which instructions will include instruction as to term to maturity, if applicable), on a timely basis, the Escrow Agent will invest the Surplus Cash in any combination of the following investments; provided, however, that the Escrow Agent will not invest the Surplus Cash in any way in which the Surplus Cash would not be available for distribution upon the Escrow Release Date:
(i) marketable obligations of, or fully and directly guaranteed by, the United States, which obligations have a maturity of not more than ninety (90) days;
(ii) money market funds registered under the Investment Company Act of 1940, as amended from time to time, the portfolios of which are limited to Government Securities (as defined therein); or
(iii) such other investments as Parent may authorize the Escrow Agent to make from time to time; provided, however, that such investments are rated at least “AA” or higher...
Investment of Escrow Cash. The Escrow Agent shall maintain the Escrow Cash in one or more interest-bearing accounts. During the term of this Agreement, the Escrow Cash shall be invested and reinvested by the Escrow Agent, in one or more of the investments set forth on Exhibit 1.5 to the extent permitted by law and as directed in writing by the Sellers’ Committee. The Escrow Agent shall have the right to liquidate any such investments in order to provide funds necessary to make required payments under this Agreement. Neither the Escrow Agent, Parent nor Buyer shall have any liability for any loss sustained as a result of any investment made pursuant to the written direction of the Sellers’ Committee or as a result of any liquidation of any such investment prior to its maturity, or for the failure of the Sellers’ Committee to give the Escrow Agent written directions to invest or reinvest the Escrow Cash. All interest and other income earned by the investment, reinvestment and/or deposit of the Escrow Cash in accordance with this Section 1.5 shall be deemed to be part of the Escrow Cash.
Investment of Escrow Cash. (i) The Escrow Cash shall be invested in U.S. Treasury Notes or Bills or certificates of deposit or “money market” accounts of banks or trust companies organized in the United States having a minimum net worth of $1 billion, in each case with maturity dates not later than the earlier of (i) 30 days after the date of investment and (ii) the Expiration Date, as shall be set forth in a written direction from Acquiror to the Escrow Agent. In the absence of written direction from Acquiror to the Escrow Agent, the Escrow Cash shall be invested in a U.S. Bank Money Market Account, which is insured by the FDIC (refer to attached Appendix III for account description and terms). The Escrow Agent shall pay to the party or parties entitled to delivery of all or any portion of the Escrow Cash when, as and if such Escrow Cash is required to be delivered to such party or parties pursuant to the terms of this Agreement, the amount of income actually received, if any, from the investment of the cash comprising such Escrow Cash in accordance with the terms of this Agreement. The Escrow Agent may make any investments through its own investment department or that of its affiliates. The Escrow Agent shall not be liable for any loss from such investments, including upon the sale or disposition of any investments. The Escrow Agent will act upon investment instructions the day that such instructions are received, provided the requests are communicated within a sufficient amount of time to allow the Escrow Agent to make the specified investment. Instructions received after an applicable investment cutoff deadline will be treated as being received by the Escrow Agent on the next business day, and the Escrow Agent shall not be liable for any loss arising directly or indirectly, in whole or in part, from the inability to invest funds on the day the instructions are received. The Escrow Agent shall not be liable for any loss incurred by the actions of third parties or by any loss arising by error, failure, or delay in making an investment which is caused by circumstances beyond the Escrow Agent’s reasonable control.
(ii) The Escrow Agent shall have no liability for any investment losses resulting from actions taken in accordance with the terms of this Agreement, including without limitation, any market loss on any investment liquidated prior to maturity in order to make a payment required hereunder.
Investment of Escrow Cash. The Escrow Agent shall invest the Escrow Cash as directed in writing by the Indemnification Representatives in any of the following:
(i) obligations issued by The United States of America or an agency or instrumentality thereof and guaranteed by The United States of America;
(ii) certificates of deposit of, or interest bearing deposits with, national banks or corporations endowed with trust powers, including the Escrow Agent, having capital and surplus in excess of $100,000,000;
(iii) commercial paper that at the time of investment is rated A-1 by Standard & Poor's Corporation or P-1 by Xxxxx'x Investor Services, Inc.;
(iv) repurchase agreements with any bank or corporation described in Section 3(b)(ii) hereof, or registered broker-dealers, fully secured by obligations described in Section 3(b)(i) hereof; or
(v) an insured money market account offered by the Escrow Agent ("IMMA").
Investment of Escrow Cash. Escrow Agent shall invest Escrow Cash ------------------------- as directed in writing by Shareholder's Agents in any of the following:
Investment of Escrow Cash. The Escrow Agent shall invest any ------------------------- amounts held in the Escrow Fund in the SSgA U.S. Treasury Money Market Fund or, with the prior written consent of Parent, in another money market mutual fund registered under the Investment Company Act of 1940, the principal of which is invested solely in obligations issued or guaranteed by the United States government. All interest or any other income earned with respect to such investment shall be retained by the Escrow Agent as part of the Escrow Fund until distributed in accordance with other provisions of this Agreement. For tax reporting purposes, all such income that is not distributed to Buyer shall be allocated to the Escrow Participants in accordance with their pro rata percentage interests set forth in Annex B.
Investment of Escrow Cash. Escrow Agent shall invest the Escrow Cash as Buyer and the Shareholders’ Representative may from time to time jointly instruct Escrow Agent in writing in (i) savings accounts with, or certificates of deposit issued by, federally chartered banks or trust companies, the assets of which are at least $100,000,000 in excess of their liabilities, (ii) United States Treasury Bills (or an investment portfolio or fund investing only in United States Treasury Bills), (iii) commercial paper rated in the highest grade by a nationally recognized credit rating agency or (iv) an STI Classic Money Market Fund (as long as such money market fund is rated AAA by a nationally recognized credit rating agency), until disbursement of all the Escrow Cash. Unless instructed otherwise in writing, Escrow Agent shall invest all the Escrow Cash in an STI Classic Money Market Fund. The Escrow Agent shall have no liability for any loss or diminution in the Escrow Cash resulting from investments made in accordance with the provisions of this
Investment of Escrow Cash. The Escrow Agent shall invest Escrow Cash in the SSgA U.S. Treasury Money Market Fund or, with the prior written consent of Buyer, in another money market mutual fund registered under the Investment Company Act of 1940, the principal of which is invested solely in obligations issued or guaranteed by the United States Government. All interest or any other income earned with respect to such investment shall be retained by the Escrow Agent until distributed in accordance with the other provisions of this Agreement, at which time it will be distributed to Seller and Buyer in the same proportions as the Contract Holdback Amount is released pursuant to Section 1(b) or the Escrow Cash is released in accordance with Section 2(b) and 2(c) hereof, as applicable.
Investment of Escrow Cash. (a) The Escrow Agent offers the custody of funds placed, at the direction of the parties, in bank account deposits with one or more of the Approved Banks. The Escrow Agent will not provide any investment advice in connection with this service. During the term of this Agreement, the Escrow Cash shall be held in a bank account, and shall be deposited in one or more interest-bearing accounts to be maintained by the Escrow Agent in the name of the Escrow Agent at one or more of the banks listed in Schedule B to this Agreement, each of which shall be a commercial bank with capital exceeding $500,000,000 (each such bank an “Approved Bank”). The deposit of the Escrow Cash in any of the Approved Banks shall be deemed to be at the direction of the parties. At any time and from time to time, the parties may direct Escrow Agent by joint written notice (i) to deposit the Escrow Cash with a specific Approved Bank, (ii) not to deposit any new amounts in any Approved Bank specified in the notice and/or (iii) to withdraw all or any of the Escrow Cash that may then be deposited with any Approved Bank 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 the parties acknowledge and agree that such specified amount remains at the sole risk of the parties prior to and after such withdrawal. Such withdrawn amounts shall be deposited with any other Approved Bank or any Approved Bank specified by the parties in the notice.
(b) The Escrow Agent shall pay interest on the Escrow Cash at a rate equal to 50% of the then current one-month t-bxxx rate (the “Cash Escrow Earnings”). Cash Escrow Earnings shall accrue and be credited to the Escrow Cash within three (3) Business Days of each month end.
