Paying Agent; Deposit Clause Samples

Paying Agent; Deposit. Prior to the Closing Date, Parent shall designate a bank or trust company reasonably acceptable to the Partnership to act as agent (the “Paying Agent”) for the payment and delivery of the aggregate Merger Consideration in accordance with this Article II and, in connection therewith, Parent shall enter into an agreement with the Paying Agent prior to the Closing Date in a form reasonably acceptable to the Partnership. At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash sufficient to pay the aggregate Merger Consideration (such cash, and any amounts earned via the investment thereof pursuant to the immediately following sentence, being hereinafter referred to as “Exchange Fund”). Pending its disbursement in accordance with this Section 2.2, the Exchange Fund shall be invested by the Paying Agent as directed by P▇▇▇▇▇ in (i) short-term direct obligations of the United States of America, (ii) short-term 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, (iii) short-term commercial paper rated the highest quality by either M▇▇▇▇’▇ Investors Services, Inc. or Standard and Poor’s Ratings Services or (iv) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5 billion. Any and all interest earned on the funds in the Exchange Fund shall be paid by the Paying Agent to Parent. No investment losses resulting from investment of the funds deposited with the Paying Agent shall diminish the rights of any former Common Unitholders to receive the Merger Consideration in accordance with this Article II. The Exchange Fund shall not be used for any purpose other than the payment to Common Unitholders of the Merger Consideration or payment to the Surviving Entity as contemplated in this Section 2.2.