Common use of Investment of Escrowed Funds Clause in Contracts

Investment of Escrowed Funds. During the term of this Escrow Agreement, the Escrowed Funds shall be invested as instructed in 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 prices, and any income from such investments will become part of the Escrowed Funds. In the event that United States Treasury Securities are unavailable or circumstances prevent GGCP from providing written instructions to the Escrow Agent, the Escrow Agent shall invest the Escrowed Funds in an interest bearing demand deposit account at JPMorgan Chase Bank, N.A. (“Cash Deposit Account”). Interest bearing demand deposit accounts have rates of compensation that may vary from time to time as determined by the Escrow Agent based upon numerous factors including market conditions. Written investment instructions, if any, shall specify the type and identity of the 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 invested in any investment other than the Permitted Investments or the Cash Deposit Account without the prior written consent of each Party. Promptly after the end of each calendar month during the term of this Escrow Agreement, the Escrow Agent shall mail to the Parties a statement setting forth in reasonable detail a breakdown of the cash and Permitted Investments comprising the Escrowed Funds (the “Monthly Statement”). If at any time during the term of 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 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 deposited in the Escrow 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 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 investment described herein and each Party acknowledges that it was not offered any investment, tax or accounting advice or recommendation by the Escrow Agent with 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, bad 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 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 necessary to make required payments under this Escrow Agreement.

Investment of Escrowed Funds. During Until the term termination of this Escrow Agreement, Agreement and the Escrowed Funds shall be invested as instructed in 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 prices, and any income from such investments will become part release of the Escrowed Funds. In the event that United States Treasury Securities are unavailable or circumstances prevent GGCP from providing written instructions to Shares and other property held by the Escrow AgentAgent pursuant hereto, the Escrow Agent shall invest the Escrowed Funds in an interest bearing demand deposit account at JPMorgan Chase BankFidelity Treasury Money Market Fund #77, N.A. (“Cash Deposit Account”). Interest bearing demand deposit accounts have rates unless otherwise instructed in writing by the Stockholder Representatives, invest and reinvest any portion of compensation that may vary from time to time as determined the escrowed property held by the Escrow Agent based upon numerous factors including market conditionshereunder that consists of cash or cash equivalents (the "Escrowed Funds"). Written investment 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 soldsold and shall also include the name of the broker-dealer, if any, which the Stockholder 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 practices), and such other information as Escrow Agent may reasonably require. The Escrow Agent shall not be liable for failure to invest or reinvest funds absent sufficient written direction. Unless the Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities otherwise directed in such written instructions, Escrow Agent may use a broker-dealer of its own trading selection, including a broker-dealer owned by or capital markets operations affiliated with the Escrow Agent or those any of any affiliated entityits affiliates. 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 transactionhereunder. The Escrowed Funds It is expressly agreed and understood by the parties hereto that Escrow Agent shall not be invested in any investment 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 than the Permitted Investments or the Cash Deposit Account without the prior written consent of each Party. Promptly after the end of each calendar month during the term of actions taken pursuant to this Escrow Agreement, . Any interest or other income earned from the Escrow Agent shall mail to the Parties a statement setting forth in reasonable detail a breakdown of the cash and Permitted Investments comprising the Escrowed Funds (the “Monthly Statement”). If at any time during the term of this Escrow Agreement, the fair market value investment of the Escrowed Funds (with any cash in US dollars being valued at the face amount thereof and 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 shall be immediately payable 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 Company Stockholder to be deposited in the Escrow Account cash or United States Treasury Securities constituting Permitted Investments (measured at fair market value) or a combination thereof in an amount equal to whom 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 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 investment described herein and each Party acknowledges that it was not offered any investment, tax or accounting advice or recommendation by the Escrow Agent with 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, bad 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 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 necessary to make required payments under this Escrow AgreementFunds are attributable.

Investment of Escrowed Funds. During the term of this Escrow Agreement, the Escrowed Funds shall be invested as instructed in writing by an Authorized Representative (as defined below) of GGCP GAMCO in United States Treasury Securities having a weighted average remaining maturity of two years or less Bills (“"Permitted Investments”") as available under then-current market conditions and prices, and any income from such investments will become part of the Escrowed Funds. In the event that United States Treasury Securities Bills are unavailable or circumstances prevent GGCP GAMCO from providing written instructions to the Escrow Agent, the Escrow Agent shall invest the Escrowed Funds in an interest bearing demand a cash deposit account at JPMorgan Chase Bank, N.A. (“Cash Deposit Account”)) selected by the Escrow Agent, which shall initially be the JPMorgan Cash Compensation Account. Interest bearing demand deposit accounts Cash Deposit Accounts have rates of compensation that may vary from time to time as determined by the Escrow Agent based upon numerous factors including market conditions. Written investment instructions, if any, shall specify the type and identity of the 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 invested in any investment other than the Permitted Investments or the Cash Deposit Account without the prior written consent of each Partyboth Parties. Promptly after the end of each calendar month during the term of this Escrow Agreement, the Escrow Agent shall mail provide to the Parties a statement setting forth in reasonable detail a breakdown of the cash and Permitted Investments comprising the Escrowed Funds (the “"Monthly Statement”"). If at any time during the term of 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 Securities 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 4.56.5% per annum (the “"Floor Amount”"), then GGCP GAMCO shall deposit or cause to be deposited in the Escrow 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 Depositshortfall. The Parties recognize and agree that the Escrow Agent 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 investment described herein and each Party acknowledges that it was not offered any investment, tax or accounting advice or recommendation by the Escrow Agent with regard to any investment and has made an independent assessment of the suitability and appropriateness of any investment hereunder for purposes of this Escrow Agreementherein. Except in the case of Escrow Agent’s fraud or its gross negligence, bad 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 The Escrow Agent shall not 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) Parties to give the Escrow Agent instructions to invest or reinvest the Escrowed Funds. Market values; provided, 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 however, that the exclusive use of foregoing shall not relieve the Parties. Escrow Agent has no responsibility whatsoever to determine the market for any liability arising out of or other value of any Permitted Investment and makes no representation resulting from its gross negligence, 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 necessary to make required payments under this Escrow Agreementwillful misconduct.

Investment of Escrowed Funds. During Until the term termination of this Escrow Agreement, Agreement and the Escrowed Funds shall be invested as instructed in 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 prices, and any income from such investments will become part release of the Escrowed Funds. In the event that United States Treasury Securities are unavailable or circumstances prevent GGCP from providing written instructions to Option Escrow Shares and other property held by the Escrow AgentAgent pursuant hereto, the Escrow Agent shall shall, invest the Escrowed Funds in an interest bearing demand deposit account at JPMorgan Chase BankFidelity Treasury Money Market Fund #77, N.A. (“Cash Deposit Account”). Interest bearing demand deposit accounts have rates unless otherwise instructed in writing by Principal Stockholders, invest and reinvest any portion of compensation that may vary from time to time as determined the escrowed property held by the Escrow Agent based upon numerous factors including market conditionshereunder which consists of cash or cash equivalents (the "Escrowed Funds"). Written investment 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 soldsold and shall also include the name of the broker-dealer, 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 practices), and such other information as Escrow Agent may reasonably require. The Escrow Agent shall not be liable for failure to invest or reinvest funds absent sufficient written direction. Unless the Escrow Agent is hereby authorized to execute purchases and sales of investments through other otherwise directed in such written instructions, the facilities Escrow Agent may use a broker-dealer of its own trading selection, including a broker-dealer owned by or capital markets operations affiliated with the Escrow Agent or those any of any affiliated entityits affiliates. 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 transactionhereunder. The Escrowed Funds shall not be invested in any investment other than the Permitted Investments or the Cash Deposit Account without the prior written consent of each Party. Promptly after the end of each calendar month during the term of this Escrow Agreement, the Escrow Agent shall mail to the Parties a statement setting forth in reasonable detail a breakdown of the cash It is expressly agreed and Permitted Investments comprising the Escrowed Funds (the “Monthly Statement”). If at any time during the term of 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 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 deposited in the Escrow 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 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 investment described herein and each Party acknowledges that it was not offered any investment, tax or accounting advice or recommendation understood by the Escrow Agent with 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, bad 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, parties hereto that the Escrow Agent shall not have in any liability way whatsoever be liable for losses on any loss sustained as a result of any investment in an investment made investments, including, but not limited to, losses from market risks due to premature liquidation or resulting from other actions taken 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 . Any interest or other income earned from the investment of the Escrowed Funds shall be immediately payable to provide funds necessary the Principal Stockholders to make required payments under this Escrow Agreementwhom such Escrowed Funds are attributable.

Investment of Escrowed Funds. During the term of this Escrow Agreement, the Escrowed Funds shall be invested as 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 an Authorized Representative (the Interested Parties and 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 prices, and any income from such investments will become part of the Escrowed Funds. In the event that United States Treasury Securities are unavailable or circumstances prevent GGCP from providing written instructions shall be acceptable to the Escrow Agent, the Escrow Agent shall invest the Escrowed Funds in an interest bearing demand deposit account at JPMorgan Chase Bank, N.A. (“Cash Deposit Account”). Interest bearing demand deposit accounts have rates of compensation that may vary from time to time as determined by the Escrow Agent based upon numerous factors including market conditions. Written investment 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 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 An agency fee may be assessed in connection with each transaction. The In the event that the Escrow Agent does not receive written instructions to invest funds held in the Escrowed Funds shall not be invested in any investment other than the Permitted Investments or the Cash Deposit Account without the prior written consent of each Party. Promptly after the end of each calendar month during the term of this Escrow AgreementFunds, the Escrow Agent shall mail to the Parties invest such funds in a statement setting forth in reasonable detail a breakdown Union Bank of California Money Market Account Trust Unlimited (an interest bearing deposit account of the cash and Permitted Investments comprising the Escrowed Funds (the “Monthly Statement”). If at any time during the term of 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 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 deposited in the Escrow Account cash or United States Treasury Securities constituting Permitted Investments (measured at fair market valueAgent.) or a combination thereof in an amount equal to such shortfall (an “Additional Deposit”). GGCP shall notify successor or similar investment offered by the Escrow Agent in advance of the amount of any Additional DepositAgent. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. The Interested Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account Escrowed Funds or the purchase, sale, retention or other disposition of any investment described herein and each Party acknowledges that it was not offered any investment, tax or accounting advice or recommendation by the Escrow Agent with regard to any investment and has made an independent assessment of the suitability and appropriateness of any investment hereunder for purposes of this Escrow Agreementherein. Except in the case of Escrow Agent’s fraud or its gross negligence, bad 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 The Escrow Agent shall not 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 the failure of an Authorized Representative of the applicable Party(s) Interested Parties to give the Escrow Agent instructions to invest or reinvest the Escrowed Funds. Market valuesThe Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder. Receipt, exchange rates investment and other valuation information 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 receipt thereof. Failure to inform Escrow Agent in writing of any Permitted Investment furnished discrepancies in any report 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, to the extent the Escrowed Funds have been invested in a money market deposit account in accordance with Section 2 above, no more than six (6) transfers or statement withdrawals (or a combination thereof) may be obtained from third party sources and is furnished for the exclusive use made in any monthly statement cycle to another account of the PartiesInterested Parties or to any third parties. Escrow Agent has no responsibility whatsoever The Interested Parties further acknowledge that only three (3) of the six (6) above mentioned transfers may be made by check, draft, or similar order payable to determine third parties. The Interested Parties agree to comply at all times with such restrictions and further agree that in the market or other value event of any Permitted Investment and makes no representation or warrantyviolation of such restrictions, 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 right, immediately upon notice to liquidatethe Interested Parties, to transfer such money market deposit account with respect to which the violation occurred into a non interest bearing demand deposit account, with any attendant changes in accordance with pricing and account terms and conditions. Upon delivery of the terms Escrowed Funds by the Escrow Agent, this Agreement shall terminate, subject to the provisions of this Escrow Agreement, any investments held in order to provide funds necessary to make required payments under this Escrow AgreementSections 8.