Investment of Holdback Funds Sample Clauses

Investment of Holdback Funds. Unless otherwise jointly directed by Seller and Purchaser, the Escrow Agent shall invest and reinvest the Holdback Funds in direct obligations of the federal government, or any agency or instrumentality thereof, that are backed by the full faith and credit of the federal government, repurchase agreements or money market funds collateralized by obligations of the federal government, or certificates of deposit that are fully insured by the Federal Deposit Insurance Corporation, all of which shall have maturity dates of thirty (30) days or less. All interest accumulated on and proceeds from the Holdback Funds (collectively, “Holdback Interest”) shall belong to Purchaser and shall not become part of the Holdback Funds available for disbursement to Seller, and shall be held by Escrow Agent until the Holdback Funds are disbursed in accordance with the terms of this Agreement.

Related to Investment of Holdback Funds

Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
Miscellaneous a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
Definitions As used in this Agreement, the following terms shall have the following meanings:
Termination This Agreement may be terminated at any time prior to the Closing:
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
WHEREAS highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
Entire Agreement The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.