Common use of Investment of Escrow Fund Clause in Contracts

Investment of Escrow Fund. 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 be directed in writing by Parent and as shall be acceptable to the Escrow Agent. The accrued interest and other earnings thereon earned from the Effective Date will be the 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 Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in the Escrow Fund in order to provide funds necessary to make any required payments under this Escrow Agreement. Subject to Section 7 and Section 10, the Escrow Agent shall have no liability for any loss sustained as a result of any investment in Gxxxxxx Sxxxx Financial Square Tax-Free Money Market Service Class Shares or any investment made pursuant to the written instructions of Parent or as 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 invest or reinvest the Escrow Fund. Unless Escrow Agent 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 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 premature liquidation or resulting from other actions taken pursuant to this Escrow Agreement. Orders for the purchase or sale of any 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 published trade deadline then in effect will ordinarily be executed the following business day.

Investment of Escrow Fund. During the term of this Escrow Agreement, the Initial Escrowed Cash Amount and any Additional Escrowed Cash Amounts Escrow Fund shall be invested and reinvested in accordance with the written instructions of the Parties in “Permitted Investments,” defined as (a) a JPMorgan Chase Bank, N.A. money market deposit account (“MMDA”) or a successor or similar investment offered by the Escrow Agent Agent, (b) (i) investments in Gxxxxxx Sachs Financial Square Tax-Free Money Market Service Class Shares marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase or a fund substantially comprising such other securities, and (ii) investments in demand deposits and certificates of deposit of any United States commercial bank or trust company having capital and surplus in excess of $500,000,000, or (c) as shall be directed otherwise instructed in writing jointly by Parent the Parties and as shall be acceptable to the Escrow Agent, provided, however, that “Permitted Investments” shall not include any investment the earnings on which are subject to withholding of tax under the Internal Revenue Code of 1986, as amended, as determined by the Parties. The accrued interest rate of return on the Permitted Investments varies from time to time based upon market conditions. Written investment instructions, if any, shall specify the type and other earnings thereon earned from the Effective Date will be the property identity of the Surviving Corporationinvestments to be purchased and/or sold. Periodic statements will be provided The Escrow Agent is hereby authorized to Parent execute purchases and sales of investments through the Target Shareholders’ Representative reflecting transactions executed facilities of its own trading or capital markets operations or those of any affiliated entity on behalf their respective standard terms and conditions. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder including without limitation charging an agency fee in connection with each transaction, in each case, on their respective standard terms and conditions. The Parties recognize and agree that the Escrow Fund. Parent and Agent will not provide supervision, recommendations or advice relating to either the Target Shareholders’ Representative, upon written request, will receive a statement investment of transaction details upon completion of any securities transaction moneys held in the Escrow Fund without or the purchase, sale, retention or other disposition of any additional costinvestment described herein. The Escrow Agent shall not have the right to liquidate any investments held in the Escrow Fund in order to provide funds necessary to make any required payments under this Escrow Agreement. Subject to Section 7 and Section 10, the Escrow Agent shall have no liability for any loss sustained as a result of any investment in Gxxxxxx Sxxxx Financial Square Tax-Free Money Market Service Class Shares or any an investment made pursuant to the written instructions terms of Parent this Escrow Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties Parties to give the Escrow Agent instructions to invest or reinvest the Escrow FundAmount (and the Escrow Account Additions, if applicable). Unless Escrow Agent 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 affiliates. It is expressly agreed and understood by the parties hereto that The Escrow Agent shall not have the right to liquidate any investments held in any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market risks due order to premature liquidation or resulting from other actions taken pursuant provide funds necessary to make required payments under this Escrow Agreement. Orders for the purchase or sale of any 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 published trade deadline then in effect will ordinarily be executed the following business day.

Investment of Escrow Fund. During the term of this Escrow Agreement, the Initial Escrowed Cash Amount Escrow Fund and any Additional Escrowed Cash Amounts shall Escrow Income may be invested and reinvested by the Escrow Agent in Gxxxxxx Sachs Financial Square Tax-Free Money Market Service Class Shares (a) a JPMorgan Chase Bank, N.A. money market account, (b) a trust account with JPMorgan Chase Bank; N.A. or (c) a money market mutual fund (separately specified in writing), including without limitation a JPMorgan fund or any other mutual fund for which the Escrow Agent or any affiliate of the Escrow Agent serves as investment manager, administrator, shareholder servicing agent and/or custodian or subcustodian, notwithstanding that (i) the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered, (ii) the Escrow Agent charges and collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Escrow Agent or its affiliates; or such other investments as shall be directed in writing by Parent Buyer and Seller and as shall be acceptable to the Escrow Agent. The accrued interest Such written instructions, if any, referred to in the foregoing sentence shall specify the type and other earnings thereon earned from identity of the Effective Date investments to be purchased and/or sold and will be executed through JPMorgan Asset Management (JPMAM), in the property investment management division of JPMorgan Chase. Unless otherwise instructed in writing by the Surviving CorporationParties, Escrow Agent shall invest the Escrow Fund in selection (b) above. Periodic statements will Subject to principles of best execution, transactions shall be provided to Parent and the Target Shareholders’ Representative reflecting transactions executed effected on behalf of the Escrow FundFund through broker-dealers selected by JPMAM. Parent and In this regard, JPMAM seeks to attain the Target Shareholders’ Representative, upon written request, will receive a statement of transaction details upon completion of any securities transaction in best overall result for the Escrow Fund without any additional costFund, taking into consideration quality of service and reliability. An agency fee will be assessed in connection with each transaction. The Escrow Agent shall have the right to liquidate any investments held in the Escrow Fund in order to provide funds necessary to make any required payments under this Escrow Agreement. Subject to Section 7 and Section 10, the The Escrow Agent shall have no liability for any loss sustained as a result of any investment in Gxxxxxx Sxxxx Financial Square Tax-Free Money Market Service Class Shares or any an investment made pursuant to the written instructions terms of Parent this contract or as 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 invest or reinvest the Escrow Fund. Unless Receipt, investment and reinvestment of the Escrow Agent 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 affiliates. It is expressly agreed and understood by the parties hereto that Escrow Agent Fund shall not in any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market risks due to premature liquidation or resulting from other actions taken pursuant to this Escrow Agreement. Orders for the purchase or sale of any security which are received confirmed by Escrow Agent before the published trade deadline then as soon as practicable by account statement, and any discrepancies in effect will ordinarily any such account statement shall be executed that daynoted by Parties to Escrow Agent within 30 calendar days after receipt thereof. Orders for the purchase or sale Failure to inform Escrow Agent in writing of any security which are received by Escrow Agent after the published trade deadline then discrepancies in effect will ordinarily any such account statement within said 30-day period shall conclusively be executed the following business daydeemed confirmation of such account statement in its entirety.

Investment of Escrow Fund. During the term of this Escrow Agreement, the Initial Escrowed Cash Amount and any Additional Escrowed Cash Amounts Escrow Fund 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 a trust account with JPMorgan Chase Bank, N.A. as shall be directed instructed in writing by Parent joint written instructions of Public Company and as Shareholder Representative, which instructions shall be acceptable to the Escrow Agent. The accrued interest Such written instructions shall specify the type and other earnings thereon earned from identity of the Effective Date investments to be purchased and/or sold and will be executed through JPMorgan Asset Management (“JPMAM”), in the property investment management division of the Surviving CorporationJPMorgan Chase. Periodic statements will be provided Subject to Parent and the Target Shareholders’ Representative reflecting principles of best execution, transactions executed are effected on behalf of the Escrow FundFund through broker-dealers selected by JPMAM. Parent and In this regard, JPMAM seeks to attain the Target Shareholders’ Representative, upon written request, will receive a statement of transaction details upon completion of any securities transaction in best overall result for the Escrow Fund without any additional costfund, taking into consideration quality of service and reliability. No agency fee will be assessed in connection with each transaction. The Escrow Agent shall have the right to liquidate any investments held in the Escrow Fund fund in order to provide funds necessary to make any required payments under this Escrow Agreement. Subject to Section 7 and Section 10, the The Escrow Agent shall have no liability for any loss sustained as a result of any investment in Gxxxxxx Sxxxx Financial Square Tax-Free Money Market Service Class Shares or any an investment made pursuant to the written instructions terms of Parent this contract or as 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 invest or reinvest the Escrow Fundfund. Unless Escrow Agent 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 The Escrow Agent or any of its affiliatesaffiliates may receive compensation with respect to any investment directed hereunder. It is expressly agreed Receipt, investment and understood by reinvestment of the parties hereto that Escrow Agent Fund shall not in any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market risks due to premature liquidation or resulting from other actions taken pursuant to this Escrow Agreement. Orders for the purchase or sale of any security which are received confirmed by Escrow Agent before the published trade deadline then promptly, an in effect will ordinarily be executed that day. Orders for the purchase or sale any event within three business days of any security which are received by Escrow Agent after the published trade deadline then in effect will ordinarily be executed the following business daysuch event.

Investment of Escrow Fund. During the term of this Escrow Agreement, the Initial Escrowed Cash Amount and any Additional Escrowed Cash Amounts shall Escrow Fund may be invested and reinvested by the Escrow Agent in Gxxxxxx Sachs Financial Square Tax-Free Money Market Service Class Shares (a) a JPMorgan Chase Bank, N.A. money market account, (b) a trust account with JPMorgan Chase Bank, N.A. or (c) a money market mutual fund Exhibit A (separately specified in writing), including without limitation a JPMorgan fund or any other mutual fund for which the Escrow Agent or any affiliate of the Escrow Agent serves as investment manager, administrator, shareholder servicing agent and/or custodian or subcustodian, notwithstanding that (i) the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered, (ii) the Escrow Agent charges and collects fees for services rendered pursuant to this Escrow Agreement, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Escrow Agreement may at times duplicate those provided to such funds by the Escrow Agent or its affiliates; or such other investments as shall be directed in writing by Parent the Parties and as shall be acceptable to the Escrow Agent. The accrued interest Such written instructions, if any, referred to in the foregoing sentence shall specify the type and other earnings thereon earned from identity of the Effective Date investments to be purchased and/or sold and will be executed through JPMorgan Asset Management (“JPMAM”), in the property investment management division of JPMorgan Chase. Unless otherwise instructed in writing by the Surviving CorporationParties, the Escrow Agent shall invest the Escrow Fund in selection (b) above. Periodic statements will Subject to principles of best execution, transactions shall be provided to Parent and the Target Shareholders’ Representative reflecting transactions executed effected on behalf of the Escrow FundFund through broker-dealers selected by JPMAM. Parent and In this regard, JPMAM seeks to attain the Target Shareholders’ Representative, upon written request, will receive a statement of transaction details upon completion of any securities transaction in best overall result for the Escrow Fund without any additional costFund, taking into consideration quality of service and reliability. An agency fee will be assessed in connection with each transaction. The Escrow Agent shall have the right to liquidate any investments held in the Escrow Fund in order to provide funds necessary to make any required payments to a Party under this Escrow Agreement. Subject to Section 7 and Section 10, the The Escrow Agent shall have no liability for any loss sustained as a result of any investment in Gxxxxxx Sxxxx Financial Square Tax-Free Money Market Service Class Shares or any investment made pursuant to the written instructions terms of Parent this Escrow Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties Parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. Unless Escrow Agent 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 The Escrow Agent or any of its affiliatesaffiliates may receive compensation with respect to any investment directed hereunder. It is expressly agreed Receipt, investment and understood reinvestment of the Escrow Fund shall be confirmed by the parties hereto that Escrow Agent shall not as soon as practicable by account statement, and any discrepancies in any way whatsoever such account statement shall be liable for losses on any investments, including, but not limited to, losses from market risks due noted by the Parties to premature liquidation or resulting from other actions taken pursuant the Escrow Agent within 30 calendar days after receipt thereof. Failure to this inform the Escrow Agreement. Orders for the purchase or sale Agent in writing of any security which are received by Escrow Agent before the published trade deadline then discrepancies in effect will ordinarily any such account statement within said 30-day period shall conclusively be executed that day. Orders for the purchase or sale deemed confirmation of any security which are received by Escrow Agent after the published trade deadline then such account statement in effect will ordinarily be executed the following business dayits entirety.

Investment of Escrow Fund. During the term of this Escrow Agreement, the Initial Escrowed Cash Amount and any Additional Escrowed Cash Amounts Escrow Fund shall be invested and reinvested by the in a trust account with JPMorgan Chase Bank, N.A. (“JPMorgan Cash Escrow Agent in Gxxxxxx Sachs Financial Square Tax-Free Money Market Service Class Shares or such other investments as shall be directed Account”), unless otherwise instructed in writing by Parent Party B and as shall be acceptable to the Escrow Agent. The accrued interest Such written instructions, if any, referred to in the foregoing sentence shall specify the type and other earnings thereon earned from identity of the Effective Date investments to be purchased and/or sold and will be executed through JPMorgan Asset Management (“JPMAM”), in the property investment management division of the Surviving CorporationJPMorgan Chase. Periodic statements will be provided Subject to Parent and the Target Shareholders’ Representative reflecting principles of best execution, transactions executed are effected on behalf of the Escrow FundFund through broker-dealers selected by JPMAM. Parent and In this regard, JPMAM seeks to attain the Target Shareholders’ Representative, upon written request, will receive a statement of transaction details upon completion of any securities transaction in best overall result for the Escrow Fund without any additional costFund, taking into consideration quality of service and reliability. An agency fee will be assessed in connection with each transaction. The Escrow Agent shall have the right to liquidate any investments held in the Escrow Fund in order to provide funds necessary to make any required payments under this Escrow Agreement. Subject to Section 7 and Section 10Except where such loss is the result of Escrow Agent’s own gross negligence or willful misconduct, the Escrow Agent shall have no liability for any loss sustained as a result of any investment in Gxxxxxx Sxxxx Financial Square Tax-Free Money Market Service Class Shares or any an investment made pursuant to the written instructions terms of Parent this contract or as 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 invest or reinvest the Escrow Fund. Unless Escrow Agent 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 The Escrow Agent or any of its affiliatesaffiliates may receive compensation with respect to any investment directed hereunder. It is expressly agreed Receipt, investment and understood by reinvestment of the parties hereto that Escrow Agent Deposit shall not in any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market risks due to premature liquidation or resulting from other actions taken pursuant to this Escrow Agreement. Orders for the purchase or sale of any security which are received confirmed by Escrow Agent before the published trade deadline then as soon as practicable by account statement, and any discrepancies in effect will ordinarily any such account statement shall be executed that daynoted by Parties to Escrow Agent within 30 calendar days after receipt thereof. Orders for the purchase or sale Failure to inform Escrow Agent in writing of any security which are received by Escrow Agent after the published trade deadline then discrepancies in effect will ordinarily any such account statement within said 30-day period shall conclusively be executed the following business daydeemed confirmation of such account statement in its entirety.

Investment of Escrow Fund. 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 be directed in writing by Parent and as shall be acceptable to the Escrow Agent. The accrued interest and other earnings thereon earned from the Effective Date will be the 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 Fund without any additional cost. (a) The Escrow Agent shall have the right to liquidate any investments held invest and reinvest moneys on deposit in the Escrow Fund in order one of the investment vehicles described in Annex C, as directed in writing by Chemring and the ADG Parties. In the absence of written directions, funds shall be invested in the Escrow Agent’s Insured Money Market Deposit Account. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Agreement, to provide funds necessary to make deal with itself (in its individual capacity) or with any required payments under this Escrow Agreement. Subject to Section 7 and Section 10one or more of its affiliates, whether it or such affiliate is acting as a subagent of the Escrow Agent shall have no liability or for any loss sustained third person or dealing as a result of any investment in Gxxxxxx Sxxxx Financial Square Tax-Free Money Market Service Class Shares or any investment made pursuant to the written instructions of Parent or as a result of any liquidation of any investment prior to its maturity or principal for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. Unless Escrow Agent 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 account. The Escrow Agent or any of its affiliatesaffiliates may receive compensation with respect to any investment directed hereunder. It is expressly agreed and understood 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 parties hereto that Escrow Agent on the next business day, and the Escrow Agent shall not in any way whatsoever be liable for losses 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 investmentsloss incurred by the actions of third parties or for any loss arising by error, includingfailure or delay in the making of an investment or reinvestment, but and the Escrow Agent shall not limited tobe liable for any loss of principal or income in connection therewith, losses unless such error, failure or delay results from market risks the Escrow Agent’s gross negligence, willful misconduct or breach of this Agreement. As and when the Escrow Fund and any interest or income thereon is to be released under this Agreement, the Escrow Agent shall cause the Permitted Investments to be converted into cash in accordance with its customary procedures and shall not be liable for any loss of principal or income in connection therewith. The Escrow Agent shall not be liable for any loss of principal or income due to premature liquidation the choice of Permitted Investments in which the Escrow Fund is invested or resulting from other actions taken the choice of Permitted Investments converted into cash pursuant to this Escrow Agreement. Orders for the purchase or sale of any 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 published trade deadline then in effect will ordinarily be executed the following business daySection 6.