Common use of Investment of Escrow Fund Clause in Contracts

Investment of Escrow Fund. The Escrow Agent shall purchase or cause to be purchased those Federal Securities listed in Schedule II solely from the moneys deposited by the City in the Escrow Fund. The Escrow Agent shall apply the moneys deposited in such account and the Federal Securities, together with any income or interest earned thereon, in accordance with this Agreement. The Escrow Agent has no power or duty to invest any moneys held hereunder or to make substitutions of the Federal Securities held hereunder or to sell, transfer or otherwise dispose of the Federal Securities acquired hereunder except as provided herein. The Escrow Agent may, at the request of the City, sell or redeem all or a portion of the Federal Securities held for the credit of the Escrow Fund and reinvest the required proceeds of such sale or redemption, in Federal Securities designated in such request of the City, but only on receipt by the Escrow Agent of (1) an opinion of counsel acceptable to the City and the Escrow Agent, which must be nationally recognized bond counsel, stating that the Refunded Bonds are deemed defeased and that the compliance with such request of the City will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on such bonds and (2) a certificate of an independent certified public accountant stating that after giving effect to such request the Federal Securities held for the credit of such account are of such maturities and interest payment dates and bear such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings thereon, be sufficient together with all cash and other immediately available invested funds held for the credit of such account to pay the principal, redemption premium, and interest with respect to the Refunded Bonds when due and as described in this Agreement. The liability of the Escrow Agent for the payment of the principal of and interest on the Refunded Bonds pursuant to this Section is limited to the cash available for such purposes in the Escrow Fund. The City shall not direct the Escrow Agent to exercise any of its powers to cause any part of the moneys or funds at any time in the Escrow Fund to be used directly or indirectly to acquire any obligations which would cause any Refunded Bond to be an “arbitrage bond” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended.

Investment of Escrow Fund. The Escrow Agent shall purchase or cause to be purchased those Federal Securities listed in Schedule II solely from the moneys money deposited by the City in the Escrow Fund. The Escrow Agent shall apply the moneys money deposited in such each account of the Escrow Fund and the Federal Securities, together with any income or interest earned thereon, in accordance with this Agreement. The Escrow Agent has no power or duty to invest any moneys money held hereunder or to make substitutions of the Federal Securities held hereunder or to sell, transfer or otherwise dispose of the Federal Securities acquired hereunder except as otherwise provided herein. The Escrow Agent may, at on the request of the City, sell or redeem all or a portion of the Federal Securities held for the credit of the Escrow Fund and reinvest the required proceeds of such sale or redemption, in Federal Securities designated in such request of the City, but only on receipt by the Escrow Agent of of: (1) an opinion of counsel acceptable to the City and the Escrow Agent, which must be nationally recognized bond counsel, stating that the Refunded Bonds are deemed defeased and that the compliance with such request of the City will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on such bonds and (2a) a certificate of an independent certified public accountant stating that after giving effect to such request the Federal Securities held for the credit of such account are of such maturities and interest payment dates and bear such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings thereon, be sufficient together with all cash and other immediately available invested funds held for the credit of such account to pay the principal, redemption premiumprincipal of, and interest with respect to the Refunded Bonds Certificates when due and as described in this Agreement; and (b) an opinion of counsel acceptable to the City and the Escrow Agent, which must be nationally recognized bond counsel, stating that the Refunded Certificates are deemed defeased and that the compliance with such request of the City will not adversely affect the exclusion from gross income for federal income tax purposes of the interest with respect to the Refunded 2005B Certificates. The liability of the Escrow Agent for the payment of the principal of and interest on with respect to the Refunded Bonds Certificates pursuant to this Section is limited to the cash available for such purposes in the Escrow Fund. The City shall not direct the Escrow Agent to exercise any of its powers to cause any part of the moneys money or funds at any time in the Escrow Fund to be used directly or indirectly to acquire any obligations which would cause any Refunded Bond 2005B Certificate to be an “arbitrage bond” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended.

Investment of Escrow Fund. The Escrow Agent shall shall, upon written direction delivered to it from or on behalf of the City, purchase or cause to be purchased those Federal Securities listed in Schedule II solely from the moneys money deposited by the City in the Escrow Fund. The Escrow Agent shall apply the moneys money deposited in such each account of the Escrow Fund and the Federal Securities, together with any income or interest earned thereon, in accordance with this Agreement. The Escrow Agent has no power or duty to invest any moneys money held hereunder or to make substitutions of the Federal Securities held hereunder or to sell, transfer or otherwise dispose of the Federal Securities acquired hereunder except as otherwise provided herein. The Escrow Agent may, at on the written request of the City, sell or redeem all or a portion of the Federal Securities held for the credit of the Escrow Fund and reinvest the required proceeds of such sale or redemptionprepayment, in Federal Securities designated in such request of the City, but only on receipt by the Escrow Agent of of: (1) an opinion of counsel acceptable to the City and the Escrow Agent, which must be nationally recognized bond counsel, stating that the Refunded Bonds are deemed defeased and that the compliance with such request of the City will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on such bonds and (2a) a certificate of an independent certified public accountant stating that after giving effect to such request the Federal Securities held for the credit of such account are of such maturities and interest payment dates and bear such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings thereon, be sufficient together with all cash and other immediately available invested funds held for the credit of such account to pay the principal, redemption premiumprincipal of, and interest with respect to the Refunded Bonds when due and as described in this Agreement; and (b) an opinion of counsel acceptable to the City and the Escrow Agent, which must be nationally recognized bond counsel, stating that the Refunded Bonds are deemed defeased and that the compliance with such request of the City will not adversely affect the exclusion from gross income for federal income tax purposes of the interest with respect to the Refunded Bonds. The liability of the Escrow Agent for the payment of the principal of and interest on with respect to the Refunded Bonds pursuant to this Section is limited to the cash available for such purposes in the Escrow Fund. The City shall not direct the Escrow Agent to exercise any of its powers to cause any part of the moneys money or funds at any time in the Escrow Fund to be used directly or indirectly to acquire any obligations which would cause any Refunded Bond to be an “arbitrage bond” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended.

Investment of Escrow Fund. The Escrow Agent shall purchase or cause to be purchased those Federal Securities listed in Schedule II solely from the moneys money deposited by the City County in the Escrow Fund. The Escrow Agent shall apply the moneys money deposited in such account the Escrow Fund and the Federal Securities, together with any income or interest earned thereon, in accordance with this Agreement. The Escrow Agent has no power or duty to invest any moneys money held hereunder or to make substitutions of the Federal Securities held hereunder or to sell, transfer or otherwise dispose of the Federal Securities acquired hereunder except as otherwise provided herein. The Escrow Agent may, at on the request of the CityCounty, sell or redeem all or a portion of the Federal Securities held for the credit of the Escrow Fund and reinvest the required proceeds of such sale or redemption, in Federal Securities designated in such request of the CityCounty, but only on receipt by the Escrow Agent of of: (1) an opinion of counsel acceptable to the City and the Escrow Agent, which must be nationally recognized bond counsel, stating that the Refunded Bonds are deemed defeased and that the compliance with such request of the City will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on such bonds and (2a) a certificate of an independent certified public accountant stating that after giving effect to such request the Federal Securities held for the credit of such account are of such maturities and interest payment dates and bear such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings thereon, be sufficient together with all cash and other immediately available invested funds held for the credit of such account to pay the principal, redemption premiumprincipal of, and interest with respect to the Refunded Bonds 2005A Certificates when due and as described in this Agreement; and (b) an opinion of counsel acceptable to the County and the Escrow Agent, which must be nationally recognized bond counsel, stating that the Refunded 2005A Certificates are deemed defeased and that the compliance with such request of the County will not adversely affect the exclusion from gross income for federal income tax purposes of the interest with respect to the Refunded 2005A Certificates. The liability of the Escrow Agent for the payment of the principal of and interest on with respect to the Refunded Bonds 2005A Certificates pursuant to this Section is limited to the cash available for such purposes in the Escrow Fund. The City County shall not direct the Escrow Agent to exercise any of its powers to cause any part of the moneys money or funds at any time in the Escrow Fund to be used directly or indirectly to acquire any obligations which would cause any Refunded Bond 2005A Certificate to be an “arbitrage bond” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended.

Investment of Escrow Fund. The Escrow Agent shall purchase or cause to be purchased those Federal Securities listed in Schedule II solely from the moneys money deposited by the City Town in the Escrow Fund. The Escrow Agent shall apply the moneys money deposited in such account the Escrow Fund and the Federal Securities, together with any income or interest earned thereon, in accordance with this Agreement. The Escrow Agent has no power or duty to invest any moneys money held hereunder or to make substitutions of the Federal Securities held hereunder or to sell, transfer or otherwise dispose of the Federal Securities acquired hereunder except as otherwise provided herein. The Escrow Agent may, at on the request of the CityTown, sell or redeem all or a portion of the Federal Securities held for the credit of the Escrow Fund and reinvest the required proceeds of such sale or redemption, in Federal Securities designated in such request of the CityTown, but only on receipt by the Escrow Agent of of: (1) an opinion of counsel acceptable to the City and the Escrow Agent, which must be nationally recognized bond counsel, stating that the Refunded Bonds are deemed defeased and that the compliance with such request of the City will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on such bonds and (2a) a certificate of an independent certified public accountant verification agent stating that after giving effect to such request the Federal Securities held for the credit of such account are of such maturities and interest payment dates and bear such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings thereon, be sufficient together with all cash and other immediately available invested funds held for the credit of such account to pay the principal, redemption premiumprincipal of, and interest with respect to the Refunded Bonds when due and as described in this Agreement; and (b) an opinion of counsel acceptable to the Town and the Escrow Agent, which must be nationally recognized bond counsel, stating that the Refunded Bonds are deemed defeased and that the compliance with such request of the Town will not adversely affect the exclusion from gross income for federal income tax purposes of the interest with respect to the Refunded Bonds or the 2019 Bonds. The liability of the Escrow Agent for the payment of the principal of and interest on with respect to the Refunded Bonds pursuant to this Section is limited to the cash available for such purposes in the Escrow Fund. The City Town shall not direct the Escrow Agent to exercise any of its powers to cause any part of the moneys money or funds at any time in the Escrow Fund to be used directly or indirectly to acquire any obligations which would cause any Refunded Bond to be an “arbitrage bond” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended.

Investment of Escrow Fund. The During the term of this Escrow Agreement, the Initial Escrowed Cash Amount and any Additional Escrowed Cash Amounts shall be invested and reinvested by the Escrow Agent in Gxxxxxx Sachs Financial Square Tax-Free Money Market Service Class Shares or such other investments as shall purchase or cause be directed in writing by Parent and as shall be acceptable to be purchased those Federal Securities listed in Schedule II solely the Escrow Agent. The accrued interest and other earnings thereon earned from the moneys deposited by Effective Date will be the City property of the Surviving Corporation. Periodic statements will be provided to Parent and the Target Shareholders’ Representative reflecting transactions executed on behalf of the Escrow Fund. Parent and the Target Shareholders’ Representative, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow FundFund without any additional cost. The Escrow Agent shall apply have the moneys deposited right to liquidate any investments held in such account and the Federal Securities, together with any income or interest earned thereon, in accordance with this Agreement. The Escrow Agent has no power or duty to invest any moneys held hereunder or to make substitutions of the Federal Securities held hereunder or to sell, transfer or otherwise dispose of the Federal Securities acquired hereunder except as provided herein. The Escrow Agent may, at the request of the City, sell or redeem all or a portion of the Federal Securities held for the credit of the Escrow Fund in order to provide funds necessary to make any required payments under this Escrow Agreement. Subject to Section 7 and reinvest the required proceeds of such sale or redemptionSection 10, in Federal Securities designated in such request of the City, but only on receipt by the Escrow Agent shall have no liability for any loss sustained as a result of (1) an opinion of counsel acceptable any investment in Gxxxxxx Sxxxx Financial Square Tax-Free Money Market Service Class Shares or any investment made pursuant to the City and written instructions of Parent or as a result of any liquidation of any investment prior to its maturity or for the Escrow Agent, which must be nationally recognized bond counsel, stating that the Refunded Bonds are deemed defeased and that the compliance with such request failure of the City will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on such bonds and (2) a certificate of an independent certified public accountant stating that after giving effect parties to such request the Federal Securities held for the credit of such account are of such maturities and interest payment dates and bear such interest as will, without further investment or reinvestment of either the principal amount thereof or the interest earnings thereon, be sufficient together with all cash and other immediately available invested funds held for the credit of such account to pay the principal, redemption premium, and interest with respect to the Refunded Bonds when due and as described in this Agreement. The liability of give the Escrow Agent for the payment of the principal of and interest on the Refunded Bonds pursuant instructions to this Section is limited to the cash available for such purposes in invest or reinvest the Escrow Fund. The City shall not direct the Unless Escrow Agent to exercise is otherwise directed in such written instructions, Escrow Agent may use a broker-dealer of its own selection, including a broker-dealer owned by or affiliated with Escrow Agent or any of its powers affiliates. It is expressly agreed and understood by the parties hereto that Escrow Agent shall not in any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market risks due to cause premature liquidation or resulting from other actions taken pursuant to this Escrow Agreement. Orders for the purchase or sale of any part security which are received by Escrow Agent before the published trade deadline then in effect will ordinarily be executed that day. Orders for the purchase or sale of any security which are received by Escrow Agent after the moneys or funds at any time published trade deadline then in effect will ordinarily be executed the Escrow Fund to be used directly or indirectly to acquire any obligations which would cause any Refunded Bond to be an “arbitrage bond” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amendedfollowing business day.