Investment of Escrowed Funds. The Escrow Agent is herein directed and instructed to initially invest and reinvest the Escrowed Funds in the Wachovia Bank Commercial High Performance Money Market Account. The parties hereto acknowledge that they have discussed the investment and are in agreement as to the selected investment. The Company may provide instructions changing the investment of the Escrowed Funds (subject to applicable minimum investment requirements); provided, however, that no investment or reinvestment may be made except in the following: (a) direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America; (b) money market accounts of any bank, trust company, or national banking association (including the Escrow Agent and its affiliates); or (c) savings accounts of any bank, trust company or national banking association (including the Escrow Agent and its affiliates). If the Escrow Agent has not received written instructions from the Company at any time that an investment decision must be made, the Escrow Agent shall invest the Escrowed Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (b) above. Each of the foregoing investments shall be made in the name of Escrow Agent. No investment shall be made in any instrument or security that has a maturity of greater than six (6) months. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without notice to the parties hereto, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrowed Funds permitted or required hereunder. All investment earnings shall become part of the Escrowed Funds and investment losses shall be charged against the Escrowed Funds. The Escrow Agent shall not be liable or responsible for loss in the value of any investment made pursuant to this Escrow Agreement, or for any loss, cost or penalty resulting from any sale or liquidation of the Escrowed Funds. With respect to any Escrowed Funds received by the Escrow Agent after ten o’clock, a.m., Charlotte, North Carolina, time, the Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in Charlotte, North Carolina are open for business.
Appears in 2 contracts
Samples: Escrow Agreement (Orange Hospitality, INC), Escrow Agreement (Orange Hospitality, INC)
Investment of Escrowed Funds. The (a) Escrow Agent is herein shall invest and reinvest, as soon as reasonably practicable, the Escrow Amount and any other Escrowed Funds received by it from time to time in Treasury bills or notes, certificates of deposit or money market accounts of a national bank or other federally insured depositary institution and any other investments expressly permitted hereunder (the “Permitted Investments”). All amounts received or receivable by Escrow Agent in respect of Permitted Investments, including any interest thereon or other income derived therefrom (“Income”), shall be added to the Escrow Amount and shall be held by Escrow Agent pursuant to the escrow arrangement created hereby.
(b) Unless otherwise directed pursuant to written instructions executed by Seller and instructed to initially Buyer, Escrow Agent shall invest and reinvest the Escrowed Funds in the Wachovia Bank Commercial High Performance Money Market AccountJPMorgan Cash Escrow Product, which shall be deemed a Permitted Investment for purposes of this Agreement. The parties hereto acknowledge that they have discussed the investment and are in agreement as to the selected investment. The Company may provide Any written instructions changing the investment of the Escrowed Funds (subject type referred to applicable minimum investment requirements); provided, however, that no investment or reinvestment may be made except in the following:
(a) direct obligations foregoing sentence shall specify the type and identity of the United States of America or obligations the principal of Permitted Investments to be purchased and/or sold and the interest on which are unconditionally guaranteed by the United States of America;
(b) money market accounts of any bank, trust company, or national banking association (including the Escrow Agent and its affiliates); or
(c) savings accounts of any bank, trust company or national banking association (including the Escrow Agent and its affiliates). If the Escrow Agent has not received written instructions from the Company at any time that an investment decision must be made, the Escrow Agent shall invest the Escrowed Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (b) above. Each of the foregoing investments shall be made in also include the name of the broker-dealer, if any, which Seller and Buyer direct Escrow Agent. No investment Agent to use in respect of such investment, any particular settlement procedures required (which settlement procedures shall be made in any instrument or security that has a maturity of greater than six (6consistent with industry standards and practices) months. Notwithstanding anything to the contrary contained herein, the and such other information as Escrow Agent may, without notice to the parties hereto, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrowed Funds permitted or required hereundermay require. All investment earnings shall become part of the Escrowed Funds and investment losses shall be charged against the Escrowed Funds. The Escrow Agent shall not be liable for failure to invest or responsible for loss reinvest funds absent sufficient written direction. Unless Escrow Agent is otherwise directed in the value 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 investment made pursuant to this Escrow Agreement, or for any loss, cost or penalty resulting from any sale or liquidation of the Escrowed Funds. With respect to any Escrowed Funds received its affiliates.
(c) It is expressly agreed and understood by the Escrow Agent after ten o’clock, a.m., Charlotte, North Carolina, time, the Parties that Escrow Agent shall not in any way whatsoever be required liable for losses on any investments, including, but not limited to, losses from market risks due to invest such funds premature liquidation or resulting from other actions taken pursuant to effect any investment instruction until the next day upon which banks in Charlotte, North Carolina are open for businessthis Agreement.
Appears in 1 contract
Samples: Joint Venture Interest Purchase Agreement (Eagle Materials Inc)
Investment of Escrowed Funds. The Escrow Agent is herein directed and instructed to initially invest and reinvest
(a) Until released in accordance with this Agreement, the Escrowed Funds shall be recorded in the Wachovia segregated internal trust account records of the Subscription Receipt Agent, which account record shall be designated in the name of Fabled Copper Corp., and the Escrowed Funds shall be deposited in one or more trust accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more banks listed in below in Subsection 6.2(c) (each such bank, an “Approved Bank”). Of the amount of interest, if any, earned by the Subscription Receipt Agent on such deposited monies, the Subscription Receipt Agent shall credit to the Escrowed Funds an amount that is equal to 0.20 percent less than the target overnight rate of interest announced from time to time by The Bank Commercial High Performance Money Market Accountof Canada, converted to a daily rate, and applied to the Escrowed Funds, calculated daily (the “Flow-Through Unit Subscription Receipt Interest”. Such calculated amount shall be credited by the Subscription Receipt Agent to the Escrowed Funds within three (3) Business Days of each month-end. The parties hereto acknowledge Subscription Receipt Agent may retain the remaining amount of interest, if any, that they have discussed was earned on such deposited monies for its own use and benefit. Notwithstanding the investment foregoing, (i) in no event will the Subscription Receipt Agent be obligated to pay or credit any amount on account of interest that exceeds the amount of interest earned from the Approved Bank(s) on the Escrowed Funds, as determined by the Subscription Receipt Agent; and are (ii) if an account at any Approved Bank into which the Escrowed Funds or any part thereof has been deposited bears a negative interest rate or there is otherwise any fee or other charge assessed on the account or in agreement respect of the amount of cash on deposit, the cost, as determined by the Subscription Receipt Agent, shall be deducted from the Escrowed Funds.
(b) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the selected investment. The Company may provide instructions changing Subscription Receipt Agent for the investment benefit of the Flow-Through Unit Subscription Receiptholders and the delivery of the Escrowed Funds (subject to applicable minimum investment requirements); provided, however, that no investment the Subscription Receipt Agent shall not give rise to a debtor-creditor or reinvestment may be made except in other similar relationship The amounts held by the following:
(a) direct obligations Subscription Receipt Agent pursuant to this Agreement are the sole risk of the United States Flow-Through Unit Subscription Receiptholders and, without limiting the generality of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America;
(b) money market accounts of any bank, trust company, or national banking association (including the Escrow Agent and its affiliates); or
(c) savings accounts of any bank, trust company or national banking association (including the Escrow Agent and its affiliates). If the Escrow Agent has not received written instructions from the Company at any time that an investment decision must be madeforegoing, the Escrow Subscription Receipt Agent shall invest the Escrowed Funds, have no responsibility or such portion thereof as to which no written instructions have been received, in investments described in clause (b) above. Each of the foregoing investments shall be made in the name of Escrow Agent. No investment shall be made in any instrument or security that has a maturity of greater than six (6) months. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without notice to the parties hereto, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required liability for any disbursement of Escrowed Funds permitted or required hereunder. All investment earnings shall become part diminution of the Escrowed Funds and investment losses shall be charged against the Escrowed Funds. The Escrow Agent shall not be liable or responsible for loss in the value of which may result from any investment deposit made with an Approved Bank pursuant to this Escrow AgreementSection 6.2, or for including any loss, cost or penalty losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any sale credit or liquidation other losses on any deposit liquidated or sold prior to maturity. The Corporation acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Proceeds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. At any time and from time to time, the Corporation shall be entitled to direct the Subscription Receipt 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 Escrowed FundsFunds 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 Escrowed withdrawal notice, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Flow-Through Unit Subscription Receiptholders prior to and after such withdrawal. For tax reporting purposes, all interest or other taxable income earned from the investment of the Escrow Funds received in any tax year shall (i) to the extent such interest is distributed by the Escrow Subscription Receipt Agent after ten o’clockto any person or entity pursuant to the terms of this Agreement during such tax year, a.m.be allocated to such person or entity, Charlotteand (ii) otherwise be allocated to the Corporation in the taxation year that it was earned, North Carolinanotwithstanding that no such amount has been distributed. The Flow-Through Unit Subscription Receiptholders and Corporation agree to provide the Subscription Receipt Agent with their certified tax identification numbers and others forms, timedocuments and information that the Subscription Receipt Agent may request in order to fulfill any tax reporting function.
(c) The Approved Banks include the following: Bank Relevant S&P Issuer Credit Rating (as at July 2nd, the Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in Charlotte, North Carolina are open for business.2021) ANZ Banking Group AA- Bank of America NA A+ Bank of Montreal A+ The Bank of Nova Scotia A+ Bank of Scotland A+ Bank of Tokyo-Mitsubishi UFJ A BNP Paribas A+ Canadian Imperial Bank of Commerce A+ Citibank NA A+ HSBC Bank of Canada A+ National Australia Bank Limited AA- National Bank of Canada A Royal Bank of Canada AA- Societe Generale (Canada Branch) A The Toronto-Dominion Bank AA-
Appears in 1 contract
Investment of Escrowed Funds. The Until the termination of this Escrow Agreement and the release of the Option Escrow Shares and other property held by the Escrow Agent is herein directed and instructed to initially pursuant hereto, the Escrow Agent shall, invest and reinvest the Escrowed Funds in the Wachovia Bank Commercial High Performance Fidelity Treasury Money Market Account. The parties hereto acknowledge that they have discussed the investment Fund #77, unless otherwise instructed in writing by Principal Stockholders, invest and are in agreement as to the selected investment. The Company may provide instructions changing the investment reinvest any portion of the Escrowed Funds (subject to applicable minimum investment requirements); provided, however, that no investment or reinvestment may be made except in the following:
(a) direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed escrowed property held by the United States of America;
(b) money market accounts of any bank, trust company, or national banking association (including the Escrow Agent hereunder which consists of cash or cash equivalents (the "Escrowed Funds"). Such written instructions, if any, referred to in the foregoing sentence shall specify the type and its affiliates); or
(c) savings accounts identity of any bankthe investments to be purchased and/or sold and shall also include the name of the broker-dealer, trust company or national banking association (including if any, which the Principal Stockholders Representatives direct the Escrow Agent to use in respect of such investment, any particular settlement procedures required, if any (which settlement procedures shall be consistent with industry standards and its affiliatespractices). If the , and such other information as Escrow Agent has not received written instructions from the Company at any time that an investment decision must be made, the Escrow Agent shall invest the Escrowed Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (b) above. Each of the foregoing investments shall be made in the name of Escrow Agent. No investment shall be made in any instrument or security that has a maturity of greater than six (6) months. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without notice to the parties hereto, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrowed Funds permitted or required hereunder. All investment earnings shall become part of the Escrowed Funds and investment losses shall be charged against the Escrowed Fundsmay reasonably require. The Escrow Agent shall not be liable for failure to invest or responsible for loss reinvest funds absent sufficient written direction. Unless the Escrow Agent is other otherwise directed in such written instructions, the value 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 affiliates. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment made directed hereunder. It is expressly agreed and understood by the parties hereto that the 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, . Any interest or for any loss, cost or penalty resulting other income earned from any sale or liquidation the investment of the Escrowed Funds. With respect Funds shall be immediately payable to any the Principal Stockholders to whom such Escrowed Funds received by the Escrow Agent after ten o’clock, a.m., Charlotte, North Carolina, time, the Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in Charlotte, North Carolina are open for businessattributable.
Appears in 1 contract
Samples: Option Plan Funding and Escrow Agreement (Ansari Anousheh)
Investment of Escrowed Funds. The During the term of this Escrow Agent is herein directed and instructed to initially invest and reinvest Agreement, the Escrowed Funds shall be invested as instructed in the Wachovia Bank Commercial High Performance Money Market Account. The parties hereto acknowledge that they have discussed the investment writing by GAMCO in United States Treasury Bills ("Permitted Investments") as available under then-current market conditions and are in agreement as to the selected investment. The Company may provide instructions changing the investment prices, and any income from such investments will become part of the Escrowed Funds (subject to applicable minimum investment requirements); provided, however, Funds. In the event that no investment or reinvestment may be made except in the following:
(a) direct obligations of the United States of America Treasury Bills are unavailable or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America;
(b) money market accounts of any bank, trust company, or national banking association (including circumstances prevent GAMCO from providing written instructions to the Escrow Agent and its affiliates); or
(c) savings accounts of any bank, trust company or national banking association (including the Escrow Agent and its affiliates). If the Escrow Agent has not received written instructions from the Company at any time that an investment decision must be madeAgent, the Escrow Agent shall invest the Escrowed FundsFunds in a cash deposit account at JPMorgan Chase Bank, or such portion thereof as N.A. (“Cash Deposit Account”) selected by the Escrow Agent, which shall initially be the JPMorgan Cash Compensation Account. Cash Deposit Accounts have rates of compensation that may vary from time to which no written instructions have been receivedtime based upon market conditions. Written investment instructions, in investments described in clause (b) above. Each if any, shall specify the type and identity of the foregoing investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. 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. The Escrowed Funds shall not be made in the name of Escrow Agent. No investment shall be made invested in any instrument investment other than the Permitted Investments or security that has a maturity the Cash Deposit Account without the prior written consent of greater than six (6) monthsboth Parties. Notwithstanding anything to Promptly after the contrary contained hereinend of each calendar month during the term of this Escrow Agreement, the Escrow Agent may, without notice shall provide to the parties hereto, sell or liquidate any Parties a statement setting forth in reasonable detail a breakdown of the foregoing investments cash and Permitted Investments comprising the Escrowed Funds (the "Monthly Statement"). If at any time if during the proceeds thereof are required for any disbursement term of Escrowed Funds permitted or required hereunder. All investment earnings shall become part this Escrow Agreement, the fair market value of the Escrowed Funds (with any cash in US dollars being valued at the face amount thereof and any United States Treasury Bills valued as quoted by Xxxxxxxxx.xxx, or any successor thereto, at 4:00 p.m. on the Business Day prior to the valuation date) is less than the sum of (i) the Unpaid Principal Amount and (ii) six months of interest on the Unpaid Amount at the rate of 6.5% per annum (the "Floor Amount"), then GAMCO shall deposit or cause to be deposited in the Escrow Account cash in an amount equal to such shortfall. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment losses shall be charged against of moneys held in the Escrowed FundsEscrow Account or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not be liable or responsible have any liability for any loss in the value sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement, Agreement or as a result of any liquidation of any investment prior to its maturity or for any loss, cost failure of the Parties to give the Escrow Agent instructions to invest or penalty resulting from any sale or liquidation of reinvest the Escrowed Funds. With respect to any Escrowed Funds received by ; provided, however, that the foregoing shall not relieve the Escrow Agent after ten o’clockfor any liability arising out of or resulting from its gross negligence, a.m., Charlotte, North Carolina, time, the Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in Charlotte, North Carolina are open for businesswillful misconduct.
Appears in 1 contract
Investment of Escrowed Funds. The Escrow Agent is herein directed and instructed to initially invest and reinvest Until such time as the Escrowed Funds in shall be distributed by the Wachovia Bank Commercial High Performance Money Market Account. The parties hereto acknowledge that they have discussed the investment and are in agreement Escrow Agent as to the selected investment. The Company may provide instructions changing the investment of provided herein, the Escrowed Funds (shall be invested and reinvested by the Escrow Agent in accordance with one or more Joint Directions, subject to applicable minimum investment requirements)the following limitations:
(a) Such funds shall be invested and reinvested solely:
(i) at the risk of the Buyer Indemnified Parties, the Stockholders and the Stockholders’ Representative, as applicable;
(ii) in the name of the Escrow Agent or its nominee, for the benefit of the Buyer Indemnified Parties, the Stockholders and the Stockholders’ Representative, as applicable; provided, however, that no investment or reinvestment may be made except and
(iii) in either of the following:
(aA) direct a taxable government money market portfolio restricted to obligations with maturities of one (1) year or less, composed of obligations issued or guaranteed as to payment of principal and interest by the full faith and credit of the United States of America or repurchase agreements secured by government obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America;
(b) money market accounts of any bank, trust company, or national banking association (including the Escrow Agent and its affiliatesa “Government Fund”); or
(cB) savings accounts of any bank, trust company or national banking association (including such other instruments as may be specifically approved in a Joint Direction. If no Joint Direction is provided to the Escrow Agent and its affiliates). If directing the Escrow Agent has not received written instructions from investment or reinvestment of the Company at any time that an investment decision must be madeEscrowed Funds, the Escrow Agent shall automatically and forthwith invest such funds in the Escrowed Funds, or Xxxxxxx Xxxxx Financial Square Treasury Obligations Money Market Fund until the Escrow Agent has received such portion thereof as to which no written instructions have been received, in investments described in clause a Joint Direction.
(b) aboveFor any investment made in accordance with Section 5.3(a) hereof, the Escrow Agent may purchase or sell to itself or any affiliate, as principal for agent, investments authorized by this Section. Each of the foregoing investments Such investment, if registrable, shall be made registered in the name of the Escrow Agent for the benefit of the Buyer Indemnified Parties, the Stockholders and the Stockholders’ Representative, as applicable, and held by the Escrow Agent. No investment shall be made in any instrument or security that has a maturity of greater than six (6) months. Notwithstanding anything to the contrary contained herein, the The Escrow Agent may, without notice to may act as purchaser or agent in the parties hereto, sell making or liquidate disposing of any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrowed Funds permitted or required hereunder. All investment earnings shall become part of the Escrowed Funds and investment losses shall be charged against the Escrowed Fundsinvestments. The Escrow Agent shall not be liable for any diminution of any authorized investments hereunder unless caused by its own gross negligence, willful misconduct, bad faith or responsible breach of this Agreement.
(c) Such investments will be made as soon as possible following the availability of such funds to the Escrow Agent for loss investment, taking into consideration the regulations and requirements (including cut-off times) of the Federal Reserve wire system, the investment provider and the Escrow Agent, and compliance with standard operating procedures of such parties.
(d) An investment made in accordance with Section 5.3(a) hereof may be changed to a different type of investment, in accordance with Section 5.3(a) hereof, through Joint Direction to the Escrow Agent. Such change in the value designation will become effective upon receipt by the Escrow Agent.
(e) The Escrow Agent shall deliver to the Stockholders’ Representative and Buyer a statement (the “Quarterly Statement”), as soon as practicable following each March 31, June 30, September 30 and December 31 during the term of this Agreement, setting forth: (i) the amount of money remaining in each of the Indemnity Escrow Account and the Working Capital Escrow Account, (ii) the amount of income or interest earned or accrued with respect to the Escrowed Funds, if any, during the period covered by the Quarterly Statement, (iii) the amount of diminution of any investment made pursuant authorized investments with respect to this Escrow Agreementthe Escrowed Funds, or for any lossif any, cost or penalty during the period covered by the Quarterly Statement, and (iv) the amount of loss resulting from any sale or liquidation redemption of any authorized investments with respect to the Escrowed Funds, if any, during the period covered by the Quarterly Statement.
(f) The Stockholders shall be liable for any taxes due on any earnings from the investment of the Escrowed Funds. With respect .
(g) The Escrow Agent shall be entitled to sell or redeem any such investment as necessary to make any distributions required under this Agreement and the Merger Agreement and shall not be liable or responsible for any loss resulting from any such sale or redemption.
(h) Income, if any, resulting from the investment of the Escrowed Funds received shall be retained by the Escrow Agent after ten o’clockand shall be considered, a.m.for all purposes of this Agreement, Charlotteto be part of the Escrowed Funds, North Carolinaand as such, time, shall be distributed in accordance with Section 4.7 hereof. The sole tax reporting obligation of the Escrow Agent shall not be required to invest such funds or file Form 1099 B, 1099 DIV and 1099 INT (as appropriate) with the Internal Revenue Service with respect to effect any investment instruction until the next day upon which banks in Charlotte, North Carolina are open for businessinterest earnings paid to Buyer and Stockholders.
Appears in 1 contract
Samples: Escrow Agreement (Basin Water, Inc.)
Investment of Escrowed Funds. The Escrow Agent is herein directed and instructed to initially invest and reinvest the Escrowed Funds in the Wachovia Bank Commercial High Performance Money Market Account. The parties hereto acknowledge that they have discussed the investment and are in agreement as to the selected investment. The Company may provide instructions changing the investment of the Escrowed Funds (subject to applicable minimum investment requirements); provided, however, that no investment or reinvestment may be made except in the following:
(a) direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States State of America;
(b) money market accounts of any bank, trust company, or national banking association (including the Escrow Agent and its affiliates); or
(c) savings accounts of any bank, trust company or national banking association (including the Escrow Agent and its affiliates). If the Escrow Agent has not received written instructions from the Company at any time that an investment decision must be made, the Escrow Agent shall invest the Escrowed Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (b) above. Each of the foregoing investments shall be made in the name of Escrow Agent. No investment shall be made in any instrument or security that has a maturity of greater than six (6) months. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without notice to the parties hereto, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrowed Funds permitted or required hereunder. All investment earnings shall become part of the Escrowed Funds and investment losses shall be charged against the Escrowed Funds. The Escrow Agent shall not be liable or responsible for loss in the value of any investment made pursuant to this Escrow Agreement, or for any loss, cost or penalty resulting from any sale or liquidation of the Escrowed Funds. With respect to any Escrowed Funds received by the Escrow Agent after ten o’clock, a.m., Charlotte, North Carolina, time, the Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in Charlotte, North Carolina are open for business.
Appears in 1 contract
Investment of Escrowed Funds. During the term of this Agreement, the Escrowed Funds shall be invested in a Union Bank of California Money Market Account Trust Unlimited (an interest bearing deposit account of the Escrow Agent.)*, unless otherwise instructed in writing by the Interested Parties and as shall be acceptable to the Escrow Agent. Such written instructions, if any, referred to in the foregoing sentence shall specify the type and identity of the investments to be purchased and/or sold. The Escrow Agent is herein directed hereby authorized to execute purchases and instructed to initially invest and reinvest sales of investments through the Escrowed Funds in the Wachovia Bank Commercial High Performance Money Market Accountfacilities of its own trading or capital markets operations or those of any affiliated entity. The parties hereto acknowledge that they have discussed the investment and are in agreement as to the selected investment. The Company may provide instructions changing the investment of the Escrowed Funds (subject to applicable minimum investment requirements); provided, however, that no investment or reinvestment An agency fee may be made except assessed in connection with each transaction. In the following:
(a) direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America;
(b) money market accounts of any bank, trust company, or national banking association (including event that the Escrow Agent and its affiliates); or
(c) savings accounts of any bank, trust company or national banking association (including the Escrow Agent and its affiliates). If the Escrow Agent has does not received receive written instructions from to invest funds held in the Company at any time that an investment decision must be madeEscrowed Funds, the Escrow Agent shall invest the Escrowed Funds, or such portion thereof as to which no written instructions have been received, funds in investments described in clause a Union Bank of California Money Market Account Trust Unlimited (b) above. Each an interest bearing deposit account of the foregoing investments shall be made in Escrow Agent.) or a successor or similar investment offered by the name of Escrow Agent. No investment The Escrow Agent shall be made have the right to liquidate any investments held in any instrument or security order to provide funds necessary to make required payments under this Agreement. The Interested Parties recognize and agree that has a maturity of greater than six (6) months. Notwithstanding anything to the contrary contained herein, the Escrow Agent maywill not provide supervision, without notice recommendations or advice relating to either the parties hereto, sell or liquidate any investment of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrowed Funds permitted or required hereunder. All investment earnings shall become part of moneys held in the Escrowed Funds and or the purchase, sale, retention or other disposition of any investment losses described herein. The Escrow Agent shall be charged against not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Interested Parties to give the Escrow Agent instructions to invest or reinvest the Escrowed Funds. The Escrow Agent shall not be liable or responsible for loss in the value any of any investment made pursuant to this Escrow Agreement, or for any loss, cost or penalty resulting from any sale or liquidation of the Escrowed Funds. With its affiliates may receive compensation with respect to any Escrowed Funds received investment directed hereunder. Receipt, investment and reinvestment of the Escrow Deposit shall be confirmed by Escrow Agent as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by the Interested Parties to the Escrow Agent within thirty (30) calendar days after ten o’clockreceipt thereof. Failure to inform Escrow Agent in writing of any discrepancies in any such account statement within said thirty (30) day period shall conclusively be deemed confirmation of such account statement in its entirety. * the Interested Parties acknowledge that, a.m.to the extent the Escrowed Funds have been invested in a money market deposit account in accordance with Section 2 above, Charlotteno more than six (6) transfers or withdrawals (or a combination thereof) may be made in any monthly statement cycle to another account of the Interested Parties or to any third parties. The Interested Parties further acknowledge that only three (3) of the six (6) above mentioned transfers may be made by check, North Carolinadraft, timeor similar order payable to third parties. The Interested Parties agree to comply at all times with such restrictions and further agree that in the event of any violation of such restrictions, the Escrow Agent shall not be required have the right, immediately upon notice to invest the Interested Parties, to transfer such funds or money market deposit account with respect to effect which the violation occurred into a non interest bearing demand deposit account, with any investment instruction until attendant changes in pricing and account terms and conditions. Upon delivery of the next day upon which banks in CharlotteEscrowed Funds by the Escrow Agent, North Carolina are open for businessthis Agreement shall terminate, subject to the provisions of Sections 8.
Appears in 1 contract
Samples: Bill of Sale and Assignment of Contract Rights (Tvi Corp)
Investment of Escrowed Funds. The During the term of this Escrow Agent is herein directed and instructed to initially invest and reinvest Agreement, the Escrowed Funds shall be invested as instructed in the Wachovia Bank Commercial High Performance Money Market Account. The parties hereto acknowledge that they have discussed the investment writing by an Authorized Representative (as defined below) of GGCP in United States Treasury Securities having a weighted average remaining maturity of two years or less (“Permitted Investments”) as available under then-current market conditions and are in agreement as to the selected investment. The Company may provide instructions changing the investment prices, and any income from such investments will become part of the Escrowed Funds (subject to applicable minimum investment requirements); provided, however, Funds. In the event that no investment or reinvestment may be made except in the following:
(a) direct obligations of the United States of America Treasury Securities are unavailable or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America;
(b) money market accounts of any bank, trust company, or national banking association (including circumstances prevent GGCP from providing written instructions to the Escrow Agent and its affiliates); or
(c) savings accounts of any bank, trust company or national banking association (including the Escrow Agent and its affiliates). If the Escrow Agent has not received written instructions from the Company at any time that an investment decision must be madeAgent, the Escrow Agent shall invest the Escrowed FundsFunds in an interest bearing demand deposit account at JPMorgan Chase Bank, or such portion thereof N.A. (“Cash Deposit Account”). Interest bearing demand deposit accounts have rates of compensation that may vary from time to time as to which no written instructions have been receiveddetermined by the Escrow Agent based upon numerous factors including market conditions. Written investment instructions, in investments described in clause (b) above. Each if any, shall specify the type and identity of the foregoing investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. 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. The Escrowed Funds shall not be made in the name of Escrow Agent. No investment shall be made invested in any instrument investment other than the Permitted Investments or security that has a maturity the Cash Deposit Account without the prior written consent of greater than six (6) monthseach Party. Notwithstanding anything to Promptly after the contrary contained hereinend of each calendar month during the term of this Escrow Agreement, the Escrow Agent may, without notice shall mail to the parties hereto, sell or liquidate any Parties a statement setting forth in reasonable detail a breakdown of the foregoing investments cash and Permitted Investments comprising the Escrowed Funds (the “Monthly Statement”). If at any time if during the proceeds thereof are required for any disbursement term of Escrowed Funds permitted or required hereunder. All investment earnings shall become part this Escrow Agreement, the fair market value of the Escrowed Funds (with any cash in US dollars being valued at the face amount thereof and investment losses any United States Treasury Securities valued as quoted by Xxxxxxxxx.xxx, or any successor thereto, at 4:00 p.m. on the Business Day prior to the valuation date) is less than the sum of (i) the Unpaid Principal Amount and (ii) six months of interest on the Unpaid Amount at the rate of 4.5% per annum (the “Floor Amount”), then GGCP shall deposit or cause to be charged against deposited in the Escrowed FundsEscrow Account cash or United States Treasury Securities constituting Permitted Investments (measured at fair market value) or a combination thereof in an amount equal to such shortfall (an “Additional Deposit”). GGCP shall notify the Escrow Agent in advance of the amount of any Additional Deposit. The Parties recognize and agree that the Escrow Agent shall will not be liable provide supervision, recommendations or responsible for loss advice relating to either the investment of moneys held in the value Escrow Account or the purchase, sale, retention or other disposition of any investment made pursuant to this Escrow Agreementdescribed herein and each Party acknowledges that it was not offered any investment, tax or for any loss, cost accounting advice or penalty resulting from any sale or liquidation of the Escrowed Funds. With respect to any Escrowed Funds received recommendation by the Escrow Agent after ten o’clockwith regard to any investment and has made an independent assessment of the suitability and appropriateness of any investment hereunder for purposes of this Escrow Agreement. Except in the case of Escrow Agent’s fraud or its gross negligence, a.m., Charlotte, North Carolina, timebad faith or willful misconduct in acting in accordance with a written investment instruction executed and delivered in accordance with the terms of this Escrow Agreement, the Escrow Agent shall not be required have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any investment prior to its maturity or for any failure of an Authorized Representative of the applicable Party(s) to give the Escrow Agent instructions to invest or reinvest the Escrowed Funds. Market values, exchange rates and other valuation information of any Permitted Investment furnished in any report or statement may be obtained from third party sources and is furnished for the exclusive use of the Parties. Escrow Agent has no responsibility whatsoever to determine the market or other value of any Permitted Investment and makes no representation or warranty, express or implied, as to the accuracy of any such valuations or that any values necessarily reflect the proceeds that may be received on the sale of a Permitted Investment. Escrow Agent shall have the right to liquidate, in accordance with the terms of this Escrow Agreement, any investments held in order to provide funds or necessary to effect any investment instruction until the next day upon which banks in Charlotte, North Carolina are open for businessmake required payments under this Escrow Agreement.
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Investment of Escrowed Funds. The Escrow Agent is herein directed and instructed to initially invest and reinvest the Escrowed Funds in the Wachovia Bank Commercial High Performance Money Market Account. The parties hereto acknowledge that they have discussed the investment and are in agreement as to the selected investment. The Company may provide instructions changing the investment of the Escrowed Funds (subject to applicable minimum investment requirements); provided, however, that no investment or reinvestment may be made except in the following:
(a) direct obligations Pending distribution of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United States of America;
(b) money market accounts of any bank, trust company, or national banking association (including funds held in the Escrow Agent and its affiliates); or
(c) savings accounts of any bank, trust company or national banking association (including the Escrow Agent and its affiliates). If the Escrow Agent has not received written instructions from the Company at any time that an investment decision must be madeAccount, the Escrow Agent shall invest the Escrowed Funds, or such portion thereof as to which no written instructions have been received, in investments described in clause (b) above. Each of the foregoing investments shall be made and reinvest all balances in the name of Escrow Agent. No investment shall be made in any instrument or security Account, provided that has a maturity of greater than six (6) months. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without notice to the parties hereto, sell or liquidate any shall ensure that all of the foregoing funds held in the Escrow Account, and the interest earned thereon, are at all times either fully insured by the Federal Deposit Insurance Corporation or are otherwise collateralized with securities as required by federal banking regulations. The Escrow Agent in its discretion may hold any portion of the funds held in the Escrow Account in cash pending investment without liability for interest, provided that the Escrow Agent shall not hold any portion of the funds held in the Escrow Account uninvested for any period of time greater than the time reasonably required to settle the sale or liquidation of any investment and to settle the subsequent purchase of an investment as required herein. The Escrow Agent will use its best efforts to collect investments at maturity but assumes no responsibility for failure to do so as a result of any time if the proceeds thereof are required for factor beyond its control and shall not be obligated to institute or participate in any disbursement of Escrowed Funds permitted or required hereunder. All investment earnings shall become part of the Escrowed Funds and investment losses shall be charged against the Escrowed Fundslegal proceedings relative thereto. The Escrow Agent shall not be liable or responsible for any loss in the value of resulting from any investment made pursuant to this Escrow Agreement, in accordance with the provisions hereof or for any loss, cost or penalty loss resulting from any sale such sale, absent the Escrow Agent's gross negligence or liquidation of willful misconduct.
(b) The Escrow Agent shall cause to be prepared all income and other tax returns and reports the Escrow Agent, in its sole discretion, deems necessary or advisable in order to comply with all tax and other laws, rules and regulations applicable to the Escrowed Funds. With respect to any Escrowed Funds received by the Escrow Agent after ten o’clock, a.m., Charlotte, North Carolina, time, the Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which banks in Charlotte, North Carolina are open for business.
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