Common use of Investment of the Escrow Funds Clause in Contracts

Investment of the Escrow Funds. (a) The Escrow Agent shall invest and reinvest the Escrow Funds in the JPMorgan Prime #830 Money Market Fund, unless otherwise instructed in writing by the Purchaser and the Stockholder. 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 and shall also include the name of the broker-dealer, if any, which the Purchaser and the Stockholder 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 practices), and such other information as the Escrow Agent may require. The Escrow Agent shall not be liable for failure to invest or reinvest funds absent sufficient written direction. Unless the Escrow Agent is otherwise directed in such written instructions, the 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 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. (b) Receipt, investment and reinvestment of the Escrow Funds shall be confirmed by the Escrow Agent as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by the Purchaser and the Stockholder to the Escrow Agent within 30 calendar days after receipt thereof. Failure to inform the Escrow Agent in writing of any discrepancies in any such account statement within said 30-day period shall conclusively be deemed confirmation of such account statement in its entirety. For purposes of this paragraph, each account statement shall be deemed to have been received by the party to whom directed on the earlier to occur of (i) actual receipt thereof and (ii) three "Business Days" (hereinafter defined) after the deposit thereof in the United States Mail, postage prepaid. The term "Business Day" shall mean any day of the year, excluding Saturday, Sunday and any other day on which national banks are required or authorized to close in Houston, Texas.

Investment of the Escrow Funds. (a) The 4.1 During the term of this Escrow Agent shall invest and reinvest Agreement, the Escrow Funds shall be invested in the an interest-bearing demand deposit account at JPMorgan Prime #830 Money Market FundChase Bank, unless otherwise instructed in writing N.A. (“JPMorgan”). Interest-bearing demand deposit accounts have rates of interest or compensation that may vary from time to time as determined by the Purchaser and the Stockholder. Such written instructionsJPMorgan. 4.2 Each Party acknowledges that it was not offered any investment, if any, referred to in the foregoing sentence shall specify the type and identity of the investments to be purchased and/or sold and shall also include the name of the broker-dealer, if any, which the Purchaser and the Stockholder direct tax or accounting advice or recommendation by the Escrow Agent with regard to use in respect any investment and has made an independent assessment of such investment, any particular settlement procedures required, if any (which settlement procedures shall be consistent with industry standards the suitability and practices), and such other information as the Escrow Agent may requireappropriateness of an interest-bearing demand deposit account at JPMorgan. The Escrow Agent shall not be liable have any liability for failure to invest or reinvest funds absent sufficient written direction. Unless any loss sustained as a result of the deposit of the Escrow Agent is otherwise directed Funds in an interest-bearing demand deposit account at JPMorgan; provided, that such written instructions, losses shall not have resulted from the gross negligence or willful misconduct of the 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 affiliatesAgent. The Escrow Agent or any of its affiliates may receive compensation with respect shall have the right to any investment directed hereunder. It is expressly agreed and understood by withdraw funds from the parties hereto that the Escrow Agent shall not interest-bearing demand deposit account at JPMorgan 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. 4.3 All interest or other income earned under this Escrow Agreement shall be allocated to Seller and the Consultants and reported, by Escrow Agent to the Internal Revenue Service (b“IRS”), or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) Receipt, investment as income earned from the Escrow Deposit by Seller and reinvestment the Consultants whether or not said income has been distributed during such year. The Parties hereby represent to Escrow Agent that no other tax reporting of any kind is required given the underlying transaction giving rise to this Escrow Agreement. Consultants’ Representative shall provide to the Escrow Agent any tax documentation for Consultants’ Representative or any of the Escrow Funds shall Consultants that may be confirmed reasonably requested by the Escrow Agent as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by the Purchaser and the Stockholder prior to the Escrow Agent within 30 calendar days after receipt thereof. Failure Closing Date (and from time to inform time thereafter if the Escrow Agent in writing of any discrepancies in any such account statement within said 30-day period shall conclusively be deemed confirmation of such account statement in its entirety. For purposes of this paragraph, each account statement shall be deemed to have been received by the party to whom directed on the earlier to occur of (i) actual receipt thereof and (ii) three "Business Days" (hereinafter defined) after the deposit thereof in the United States Mail, postage prepaid. The term "Business Day" shall mean any day of the year, excluding Saturday, Sunday and any other day on which national banks are required provided tax documentation expires or authorized to close in Houston, Texasbecomes obsolete).

Investment of the Escrow Funds. Escrow Agent will invest and reinvest each Escrow Fund at the written direction of the Seller. The Seller may direct the investment of the Escrow Funds in money market funds authorized to invest in short-term securities issued or guaranteed as to principal and interest by the U.S. Government and repurchase agreements with respect to such securities (aincluding any money market fund managed or sponsored by Escrow Agent and any of its Affiliates) The (the “Permitted Investments”). Escrow Agent is hereby authorized to execute the directed purchase and sale of Permitted Investments through the facilities of its own trading or capital markets operations. In the event that Escrow Agent does not receive written investment instructions to invest an Escrow Fund from the Seller, Escrow Agent shall invest and reinvest the such Escrow Funds in the JPMorgan Prime #830 Money Market Fund, unless otherwise instructed until receipt of joint written investment instructions from the Seller to the contrary, in writing by the Purchaser and the Stockholder[_________________]1. 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 and shall also include the name of the broker-dealer, if any, which the Purchaser and the Stockholder 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 practices), and such other information as the Escrow Agent may require. The Escrow Agent shall not be liable for failure to invest or reinvest funds absent sufficient written direction. Unless the Escrow Agent is otherwise directed in such written instructions, the 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 Affiliates may receive compensation with respect to any investment 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 Agreement, unless any such losses are attributable to Escrow Agent’s fraud, gross negligence, bad faith or willful misconduct. The Seller acknowledges and agrees that the delivery of each Escrow Fund is subject to the sale and final settlement of Permitted Investments. Proceeds of a sale of Permitted Investments will be delivered to, or at the direction of, the Seller in accordance with the terms of this Agreement. (b) Receipt, investment and reinvestment of the Escrow Funds shall be confirmed by the Escrow Agent as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by the Purchaser and the Stockholder to the Escrow Agent within 30 calendar days after receipt thereof. Failure to inform the Escrow Agent in writing of any discrepancies in any such account statement within said 30-day period shall conclusively be deemed confirmation of such account statement in its entirety. For purposes of this paragraph, each account statement shall be deemed to have been received by the party to whom directed on the earlier to occur of (i) actual receipt thereof and (ii) three "Business Days" (hereinafter defined) after the deposit thereof in the United States Mail, postage prepaid. The term "Business Day" shall mean any day of the year, excluding Saturday, Sunday and any other day on which national banks are required or authorized to close in Houston, Texas.

Investment of the Escrow Funds. (a) If at any time the Escrow Agent receives a written instruction from the Authorized Person of the Company in accordance with Section 8.3, requesting that the Escrow Funds be invested in a specific Permitted Investment, as soon as practicable after such receipt, the Escrow Agent shall cause the Escrow Funds to be invested in such Permitted Investment in the amounts instructed by such Authorized Person. If the Escrow Agent does not receive any written instructions from an Authorized Person of the Company as of the date hereof, the Escrow Agent shall invest the Escrow Funds in any of the Permitted Investments. The Escrow Agent shall invest have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. The Escrow Agent shall provide a monthly statement to the Company and reinvest to OEP as soon as practicable following the end of each month during the term of this Agreement setting forth the aggregate amount of Escrow Funds as of the end of the previous month as well as any other transaction details related to the Escrow Funds. In the absence of written instruction from the Company, the Escrow Funds shall be invested in a JPMorgan Chase Bank, N.A. money market deposit account (“MMDA”) or a successor or similar investment offered by the JPMorgan Prime #830 Money Market FundEscrow Agent, unless otherwise instructed in writing by the Purchaser Company and as shall be acceptable to the StockholderEscrow Agent. Such written The rate of return on an MMDA varies from time to time based upon market conditions. Written investment instructions, if any, referred to in the foregoing sentence shall specify the type and identity of the investments to be purchased and/or sold and shall also include the name of the broker-dealer, if any, which the Purchaser and the Stockholder 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 practices), and such other information as the Escrow Agent may requiresold. The Escrow Agent shall not be liable for failure is hereby authorized to invest or reinvest funds absent sufficient written direction. Unless execute purchases and sales of investments through the Escrow Agent is otherwise directed in such written instructions, the Escrow Agent may use a broker-dealer facilities of its own selection, including a broker-dealer owned by trading or capital markets operations or those of any affiliated with the Escrow Agent or any of its affiliatesentity. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunderhereunder including without limitation charging an agency fee in connection with each transaction. It is expressly agreed The parties recognize and understood by the parties hereto agree that the Escrow Agent shall will not provide supervision, recommendations or advice relating to either the investment of moneys held 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. (b) Receipt, investment and reinvestment of the Escrow Funds or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall be confirmed by 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 parties to give the Escrow Agent as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by the Purchaser and the Stockholder instructions to invest or reinvest the Escrow Agent within 30 calendar days after receipt thereof. Failure to inform the Escrow Agent in writing of any discrepancies in any such account statement within said 30-day period shall conclusively be deemed confirmation of such account statement in its entirety. For purposes of this paragraph, each account statement shall be deemed to have been received by the party to whom directed on the earlier to occur of (i) actual receipt thereof and (ii) three "Business Days" (hereinafter defined) after the deposit thereof in the United States Mail, postage prepaid. The term "Business Day" shall mean any day of the year, excluding Saturday, Sunday and any other day on which national banks are required or authorized to close in Houston, TexasFunds.

Investment of the Escrow Funds. (a) The Escrow Agent shall invest and reinvest During the term of this Agreement, the Escrow Funds shall be invested in a money market deposit account (“MMDA”) or a successor or similar investment offered by the JPMorgan Prime #830 Escrow Agent, namely the Victory Institutional Money Market Fund, unless otherwise instructed in writing by the Purchaser and Escrow Parties in accordance with the StockholderPermitted Investments listed below. Such MMDAs have rates of compensation that may vary from time to time based upon market conditions. At the joint written instructions, if any, referred to in the foregoing sentence shall specify the type and identity direction of the investments to be purchased and/or sold and shall also include the name of the broker-dealerEscrow Parties, if any, which the Purchaser and the Stockholder direct the Escrow Agent will invest the Escrow Funds 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 use provide for the payment of principal and interest and/or (c) money market funds authorized to invest in short-term securities issued or guaranteed as to principal and interest by the U.S. Government and repurchase agreements with respect of to such investmentsecurities (collectively, any particular settlement procedures requiredsuch investments made at the joint written direction of the Escrow Parties, if any (which settlement procedures shall be consistent with industry standards and practicesthe “Permitted Investments”), and such other information as with the Escrow Agent may requireParties expressly assuming the risk of any such Permitted Investment. The Escrow Agent shall not be liable for failure is hereby authorized to invest or reinvest funds absent sufficient written direction. Unless execute the Escrow Agent is otherwise directed in such written instructions, purchase and sale of Permitted Investments through the Escrow Agent may use a broker-dealer facilities of its own selection, including a broker-dealer owned by trading or affiliated with the Escrow Agent or any of its affiliatescapital markets operations. The Escrow Agent or any of its affiliates may receive compensation with respect netted from any direct investment made pursuant to any investment directed hereunderthe terms of this Agreement. It is expressly agreed The Escrow Parties recognize and understood by the parties hereto agree that the Escrow Agent shall will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any way whatsoever investment described herein. The Escrow Agent may liquidate any Permitted Investment in order to comply with disbursement instructions given by the Escrow Parties in accordance with this Agreement without any liability for any resulting loss. Any loss incurred from a Permitted Investment will be liable for losses on any investments, including, but not limited to, losses from market risks due borne by the Escrow Funds. The Escrow Agent will provide a written statement to premature liquidation or resulting from other actions taken the Escrow Parties at the end of each month prior to the termination of this Agreement pursuant to this Escrow Agreement. (b) Receipt, investment and reinvestment Section 17 hereof listing the balance of the Escrow Funds Account and detailing any transactions or disbursements during the immediately preceding month. The Escrow Agent shall be confirmed by not have any liability for any loss sustained as a result of making any Permitted Investment pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any such Permitted Investment prior to its maturity or for the failure of the Escrow Parties to give the Escrow Agent as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by the Purchaser and the Stockholder instructions to invest or reinvest the Escrow Agent within 30 calendar days after receipt thereof. Failure to inform the Escrow Agent in writing of any discrepancies in any such account statement within said 30-day period shall conclusively be deemed confirmation of such account statement in its entirety. For purposes of this paragraph, each account statement shall be deemed to have been received by the party to whom directed on the earlier to occur of (i) actual receipt thereof and (ii) three "Business Days" (hereinafter defined) after the deposit thereof in the United States Mail, postage prepaid. The term "Business Day" shall mean any day of the year, excluding Saturday, Sunday and any other day on which national banks are required or authorized to close in Houston, TexasFunds.