Investment of the Escrow Fund Sample Clauses

Investment of the Escrow Fund. The Escrow Agent shall invest and reinvest the Escrow Fund in (i) certificates of deposit issued, or a money market account maintained, by federally chartered banks or trust companies, the assets of which are at least $100,000,000 in excess of their liabilities (the parties acknowledge that Escrow Agent meets this qualification), (ii) commercial paper rated in the highest grade by a nationally recognized credit rating agency, (iii) United States Treasury Bills (or an investment portfolio or fund investing only in United States Treasury Bills), (iv) a money market fund, or (v) such other interest-bearing investments as jointly approved in writing by the Purchaser and the Shareholder. Unless instructed otherwise in writing by the Purchaser and the Shareholder, the Escrow Agent shall invest all funds held pursuant to this Agreement in accordance with the Investment Selection Instructions set forth as Exhibit A hereto. (a) The Escrow Agent shall have no liability for any loss resulting from investments made in accordance with the provisions of this Agreement. On or before the execution and delivery of this Agreement, each of the parties hereto shall provide to the Escrow Agent a completed Form W-9 or Form W-8, whichever is appropriate. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon. Each of the foregoing investments shall be made in the name of the Escrow Agent. Notwithstanding anything to the contrary contained herein, the Escrow Agent shall, without notice to the Purchaser or the Shareholder, sell or liquidate any of the foregoing investments derived from the Escrow Fund at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and the Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. The Escrow Agent shall in no event be liable in connection with its investment or reinvestment of the Escrow Fund held by it hereunder in good faith, in accordance with the terms hereof, including, but not limited to, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Fund, or any loss of interest incident to such delays.

Investment of the Escrow Fund. The Trustee/Escrow Agent shall purchase the Initial Government Securities as provided in Section 2 hereof and shall hold such Initial Government Securities, the beginning cash balance and any earnings received thereon and any reinvestment thereof created by this Escrow Agreement and disburse such amounts as provided herein. The Trustee/Escrow Agent shall collect amounts due and shall sell or otherwise redeem or liquidate investments in the Escrow Fund as needed to make the payments and transfers required by this Escrow Agreement and may substitute different Government Securities, as defined and subject to the terms and limitations of Section 7 hereof, for the Initial Government Securities but otherwise shall have no power or duty to sell, transfer, request the redemption of or otherwise dispose of the Initial Government Securities.

Investment of the Escrow Fund. At the written direction of the Indemnifying Sellers, the Escrow Agent will invest the Escrow Fund in one or more of: (a) direct obligations of the United States of America, (b) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, and/or (c) money market funds authorized to invest only in short-term securities issued or guaranteed as to principal and interest by the U.S. Government (collectively, the “Permitted Investments”). The Escrow Agent is hereby authorized to execute the purchase and sale of Permitted Investments through the facilities of its own trading or capital markets operations. In the event that the Escrow Agent does not receive investment instructions to invest the Escrow Fund, the Escrow Agent shall invest the Escrow Fund in a Fidelity Institutional Money Market Treasury Only - Class I account. The Escrow Agent can liquidate any investment in order to comply with disbursement instructions without any liability for any resulting loss. Any loss incurred from an investment will be borne by the Escrow Fund.

Investment of the Escrow Fund. The Escrow Agent shall invest and reinvest all cash funds held from time to time in the Escrow Fund in any one or more of the following kinds of investments: (i) bonds or other obligations of, or guaranteed by, the government of the United States of America having maturities of not greater than thirty (30) days (and, in any event, not maturing after the Release Date); (ii) commercial paper rated, at the time of the Escrow Agent's investment therein or contractual commitment providing for such investment, at least P-1 by Moodx'x Xxxestors Service, Inc. and A-1 by Standard & Poor's Corporation and having maturities of not greater than thirty (30) days (and, in any event, not maturing after the Release Date); (iii) corporate obligations rated, at the time of the Escrow Agent's investment therein or contractual commitment providing for such investment, among the two highest ratings by any nationally recognized statistical ratings organization and having maturities of not greater than 180 days; (iv) demand or time deposits in, certificates of deposit of, or bankers' acceptances issued by, a depository institution or trust company incorporated under the laws of the United States of America or any State thereof if, in any such case, the depository institution or, trust company has combined capital and surplus of not less than One Hundred Million Dollars ($100 million) (any such institution being herein called a "Permitted Bank"), having maturities of not greater than thirty (30) days (and, in any event, not maturing after the Release Date); or (v) a Money Market Account at the Escrow Agent, fully insured up to the maximum extent permitted by law by the Federal Deposit Insurance Corporation.

Investment of the Escrow Fund. Any cash that may from time to time be part of the Subaccounts, and all interest earned thereon shall be invested by the Escrow Agent at the written direction of each Indemnitor, provided, however that no investment or reinvestment may be made except in the following: (a) direct general obligations of, or obligations the payment of principal of and interest on which are unconditionally guaranteed by, the United States of America or any agency thereof, maturing within six months from the date of purchase; (b) certificates of deposit or other evidences of indebtedness issued by any bank or savings institution which is insured by the Federal Deposit Insurance Corporation, maturing within six months from the date of purchase, provided that such certificates of deposit or evidences of indebtedness, to the extent they exceed the amounts covered by such insurance, are fully secured by obligations described in clause (a) above; (c) prime commercial paper of companies whose commercial paper is rated A-1 or P-1 by Moody's or Standard & Poor's; and (d) any money market fund substantially all of which is invested in the foregoing investment categories. (e) If Escrow Agent has not received written direction at any time with respect to the investment of cash in a Subaccount, the cash in such Subaccount or such portion thereof as to which no written direction has been received, shall be invested in investments described in (d) above. All assets held under this Agreement shall be registered in the name of Escrow Agent.

Investment of the Escrow Fund. The Escrow Agent shall invest and reinvest the Escrow Fund in readily marketable securities of the United States of America or its lawful agencies or in securities guaranteed by the full faith and credit of the United States, which securities, in each case, shall have maturities of one year or less after purchase thereof by the Escrow Agent. It is expressly agreed and stipulated that none of the Escrow Agent, the Parent, the Surviving Corporation or the Stockholder Representatives shall in any way whatsoever be liable for losses on any investment of the Escrow Fund, including, but not limited to, losses from market risks, due to premature liquidation or resulting from other actions taken pursuant to this Agreement. The Escrow Agent shall provide written reports to the Surviving Corporation and the Stockholder Representatives (i) prior to the fifteenth day of each month until the Distribution Date or Termination Date occurs, and (ii) if the Termination Date does not occur, prior to the fifteenth day of the month next succeeding the month during which the Distribution Date occurs, or (iii) if the Termination Date occurs, prior to the fifteenth day of the month next succeeding the month during which the Termination Date occurs, in each case showing investments and reinvestments made of the Escrow Fund, income or interest received on investments of the Escrow Fund, proceeds received and profits or losses realized on sales of investments of the Escrow Fund, and disbursements, if any, from the Escrow Fund through the end of the last preceding calendar month. Additionally, at any time upon request from the Surviving Corporation or the Stockholder Representatives the Escrow Agent shall provide them with a special report reflecting such of the information specified in the last preceding sentence as they shall request with respect to the period since the end of the period covered by the last report provided pursuant to the last preceding sentence down to the date of such special report. All income and profits realized on investment and reinvestment and sale or liquidation of investments of the Escrow Fund shall become a part of the Escrow Fund, and all losses and expenses suffered or incurred on investment and reinvestment and sale or liquidation of investments of the Escrow Fund shall be deducted from and shall no longer constitute part of the Escrow Fund.

Investment of the Escrow Fund. (a) The Escrow Fund shall be invested, at the written direction of the Selling Stockholders, in any of the following (collectively, the "Permitted Investments"): (i) United States Treasury Bills maturing within ninety-one (91) days of the date of purchase; (ii) demand deposit accounts, money market deposit accounts and certificates of deposit with a term not greater than ninety (90) days with a depository having a reported capital and surplus of not less than $50,000,000; (iii) commercial paper which is rated on the date of purchase in one of the two highest rating categories by both Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc. (together, the "Rating Agencies") and matures not more than ninety (90) days from the date of purchase; and (iv) investment agreements, guaranteed investment contracts, repurchase agreements and similar investment instruments, the issuer or guarantor of which is rated in one of the two highest rating categories by both of the Rating Agencies or which investment instruments are collateralized by Permitted Investments rated on the date of purchase in one of the two highest rating categories by both of the Rating Agencies, which instruments have a term not greater than ninety (90) days. In the absence of any direction for investing the Escrow Fund, the Escrow Agent shall invest the Escrow Fund in One Group Treasury Only Money Market Fund. (b) The Escrow Agent shall have no liability for any loss incurred as a result of investments made or liquidated by it in accordance with the provisions of this Agreement.

Investment of the Escrow Fund. Until such time as all of the Escrow Fund shall have been delivered by the Escrow Agent pursuant to this Agreement, the Escrow Agent shall from time to time invest the cash portion of the Escrow Fund, if any, held by the Escrow Agent in short-term U.S. Government securities, securities issued or guaranteed by the U.S. Government, repurchase agreements secured by such securities or certificates of deposit or time or demand deposits or money market accounts in commercial banks having a net worth of $50,000,000 or more (unless all amounts held in such banks are insured, in which case a bank with a lower net worth may be used). No investment of cash held in the Escrow Fund shall have a maturity date of greater than thirty days without the prior written consent of Seller, Purchaser and Inmark. The Escrow Agent shall present for redemption any obligation so purchased or sell any such obligation, in every case upon the written direction of Purchaser and Inmark or as may be necessary in order to fulfill the provisions of this Agreement. Any interest or other earnings on Stock Proceeds shall be deemed a part of the Escrow Stock and any interest or other earnings on Note Proceeds shall be deemed a part of the Escrow Note. Seller shall include such earnings in its taxable income and shall pay all taxes arising therefrom. Seller represents and warrants to the Escrow Agent that its Internal Revenue Service Employer Identification Number is 00-0000000. The Escrow Agent shall not have any liability to any party for any loss suffered as the result of any investment made in accordance with this Section 12.

Investment of the Escrow Fund. Escrow Agent shall manage the Escrow Fund under the terms of this Agreement and shall from time to time invest and reinvest the funds held in the Escrow Fund, as and when instructed by Purchaser in writing, in any one or more of the following: (a) obligations of the United States of America; (b) general obligations of any State of the United States of America; (c) general obligations of any political subdivision of a State of the United States of America, if such obligations are rated by at least two recognized rating services as at least "AA"; (d) certificates of deposit of Escrow Agent and any national bank or banks insured by the Federal Deposit Insurance Corporation with a net worth in excess of $100,000,000; (e) obligations of state or municipal public housing authorities chartered by the United States of America and guaranteed by the United States of America; (f) demand interest bearing accounts of Escrow Agent; and (g) money market funds of Escrow Agent which invest in any of the preceding (a) through (f). If no instructions are received from Purchaser as provided above, Escrow Agent shall invest the Escrow Fund in money market funds of the type described in the preceding CLAUSE (G). Subject to PARAGRAPH 6 below, any and all income and interest realized from the investments of the Escrow Fund made by Escrow Agent pursuant hereto shall be added to and become part of the Escrow Fund.

Investment of the Escrow Fund. (a) As directed in writing by Sellers from time to time, the Escrow Agent shall cause any cash held in the Escrow Fund to be maintained and invested in one or more of the following: (1) an investment with a maturity date of 30 days or less in direct or indirect obligations of the United States, (2) an investment with a maturity date of 30 days or less in certificates of deposit of a domestic commercial bank of recognized standing having capital, surplus and undivided profits in excess of $100,000,000, membership in the Federal Deposit Insurance Corporation, and its senior debt carrying one of the two highest ratings of Standard and Poor’s Corporation or Xxxxx’x Investors Services, Inc, (3) an investment redeemable at any time without penalty in a money market instrument issued by a United States mutual fund carrying one of the two highest ratings of Standard and Poor’s Corporation or Xxxxx’x Investors Services, Inc., and having assets of not less than $1,000,000,000, and/or (4) any other investment agreed upon by Chardan. (b) Any and all transaction costs associated with any election by Sellers to change the investment of the Escrow Fund shall be paid from the income on the Escrow Fund. The Escrow Agent shall not be responsible for any interest or income on the Escrow Fund except for such as is actually received, nor shall the Escrow Agent be responsible for any loss resulting from the investment of the Escrow Fund (including, but not limited to, the loss of any interest arising from the sale of any Investment prior to maturity). Accrued interest and other income on the Escrow Fund (after the payment of transaction costs relating to changes in investments provided for above) shall be paid quarterly to Sellers to the account specified on Schedule A, in accordance with the Escrow Agent’s usual and customary procedures. (c) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Sellers shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held hereunder, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (d) The Sellers and Chardan Indemnified Parties acknowledge that regulations of the Comptroller of the Currency ...