Investment of Escrow Property Clause Samples
The "Investment of Escrow Property" clause defines how funds or assets held in escrow are to be invested during the escrow period. Typically, it specifies the types of investments permitted, such as government securities or interest-bearing accounts, and may outline who is responsible for selecting the investment vehicle and how any interest or earnings are handled. This clause ensures that escrowed assets are managed prudently and transparently, protecting the interests of all parties by clarifying investment guidelines and the allocation of any resulting income.
Investment of Escrow Property. (a) The Escrow Agent is authorized and directed, and agrees promptly to deposit, transfer, hold and invest the Escrow Property and any investment income thereon in cash, upon instruction as set forth in Exhibit B, or in Permitted Investments as otherwise set forth in any subsequent written instruction to the Escrow Agent signed by the Grantor. The Escrow Agent will credit all such investments to the Escrow Account and hereby agrees to treat any such investment as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the Code. Notwithstanding any instructions by the Grantor, the Escrow Property may only be invested in or a combination of: (i) obligations issued or directly and fully guaranteed or insured by the United States of America or by any agency or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof; (ii) repurchase agreements with respect to debt obligations referred to in clause (i) above; (iii) money market accounts that invest solely in the debt obligations referred to in clause (i) above and/or repurchase obligations referred to in clause (ii) above; or (iv) U.S. dollars or demand deposits of the Escrow Agent (collectively, “Permitted Investments”).
(b) The Escrow Agent will have no liability for any investment losses, fees, taxes, penalties or other charges arising from or related to any such investment, reinvestment or liquidation of an investment other than in accordance with Section 2.01 hereof.
(c) The Escrow Agent will have no obligation to invest or reinvest the Escrow Property on the day of deposit if deposited with the Escrow Agent after 11:00 a.m. New York City time on such day of deposit. Instructions received after 11:00 a.m. New York City time will be treated as if received on the following Business Day. Any interest or other income received on such investment and reinvestment of the Escrow Property will become part of the Escrow Property and any losses incurred on such investment and reinvestment of the Escrow Property will be debited against the Escrow Property. If written investment instructions are not given to the Escrow Agent prior to 11:00 a.m. New York City time on any Business Day, the Escrow Agent will be deemed to have been instructed by the Grantor at 11:00 a.m. New York City time on such Business Day to deposit and invest the cash portion of the Escrow Property as provided in Section 1.04(a). Notwithstanding the foregoing, the Escrow A...
Investment of Escrow Property. Escrow Agent shall invest or reinvest Escrow Property, without distinction between principal and income, in taxable money market accounts. Escrow Agent shall have no liability for any loss arising from or related to any such investment other than in accordance with paragraph 4 of the Terms and Conditions in Part II of this Agreement.
Investment of Escrow Property. During the term of this Agreement, the Escrow Agent shall not invest or liquidate the Escrow Property and any distribution of all or part of the Escrow Property shall be conducted in accordance with Section 4 below.
Investment of Escrow Property. The Escrow Agent shall be ----------------------------- authorized to, and shall, invest the Escrow Property, in Repurchase Agreements, for a period of one (1) Business Day from the date hereof, and, if the Escrow Agent shall have received specific joint written investment instruction from Vencor and Ventas (which shall include instruction as to term to maturity, if applicable), on a timely basis, the Escrow Agent shall invest the Escrow Property in Eligible Investments, pursuant to and as directed in such instruction. To the extent the Escrow Agent has not received such specific written instruction, or such written instruction has, by its terms, expired or otherwise is ineffective, the Escrow Property shall be invested in the Janus Government Money Market Fund (#882).
Investment of Escrow Property. Upon written directions from the Company, the Escrow Agent shall, as soon as practicable, invest or reinvest the Escrow Property without distinction between principal and income, in one or more of the instruments described on Schedule A hereto. The Escrow Agent shall credit all such investments to the Pledged Account and hereby agrees to treat the Initial Deposit, any such investment and any Distributions thereon as financial assets within the meaning of Section 8-102(a)(9) of the New York Uniform Commercial Code. The Escrow Agent shall have no liability for any loss arising from or related to any such investment other than in accordance with Section 2.4 of this Agreement.
Investment of Escrow Property. The Share Escrow Agent shall promptly invest any escrowed proceeds in any federally insured money market deposit account that is acceptable to the Corporation. The Share Escrow Agent and its affiliates may act as agent, principal sponsor, or depositary, with respect to any such investment. The Share Escrow Agent shall in no event be liable for any loss resulting from the performance of any funds invested pursuant to this
Investment of Escrow Property. (a) Escrow Agent shall invest or reinvest Escrow Property, without distinction between principal and income, in accordance with written instructions delivered by NEW to the Escrow Agent specifying any one or more of the following investments designated herein. For each security listed below exact name of security, the CUSIP number, trade and settlement dates, rate, par amount, proceeds and interest amount, maturity date and broker must be included.
(1) Any U.S. Government or U.S. Government security;
(2) Any commercial paper rated A1/P1 or better having the best yield or price available at the time the trade is executed. Be advised that due to the potential conflict of interest, Escrow Agent will not purchase Citigroup or any affiliate commercial paper (collectively "Citigroup Paper") unless the Depositor(s) specifically authorizes the Escrow Agent, in writing, that it is authorized to purchase Citigroup Paper. Authorization for the purchase of Citigroup Paper must be given by the Depositor(s) on a transaction by transaction basis;
(3) Money market funds having a rating in the highest investment category granted thereby by a recognized credit rating agency at the time of acquisition, including any fund for which the Escrow Agent or an Affiliate of the Escrow Agent serves as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian, notwithstanding that (A) the Escrow Agent or an Affiliate of the Escrow Agent charges and collects fees and expenses from such funds for services rendered (provided that such charges, fees and expenses are on terms consistent with terms negotiates at arm's length) and (B) the Escrow Agent charges and collects fees and expenses for services rendered, pursuant to this Agreement.
(b) The Escrow Agent shall have no obligation to invest or reinvest the Escrow Funds if all or a portion of the Escrow Funds is deposited with the Escrow Agent after 11:00 a.m. (E.S.T.) on the day of deposit. Instructions to invest or reinvest that are received after 11:00 a.m. (E.S.T.) will be treated as if received on the following business day in New York.
(c) The Escrow Agent shall have the power to sell or liquidate the foregoing investments whenever the Escrow Agent shall be required to release the Escrow Property pursuant to the terms hereof. If a selection is not made, the Escrow Property shall remain uninvested with no liability for interest therein. It is agreed and understood that the Escrow Agent may earn fee...
Investment of Escrow Property. Escrow Agent shall hold the Escrow Property in one or more demand deposit accounts and shall invest and reinvest the Escrow Property in a JPMorgan Money Market Deposit Account (“MMDA”), or a successor investment offered by Escrow Agent. MMDA have rates of compensation that may vary from time to time based as determined by Escrow Agent. The Parties recognize and agree that instructions to make any other investment (“Alternative Investment”), must be in a joint writing and executed by an Authorized Representative (as defined in Section 3 below) of each of the Parties and 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 Alternative Investment directed hereunder including without limitation charging any applicable agency fee or trade execution fee in connection with each transaction. Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Fund or the purchase, sale, retention or other disposition of any investment described herein, and Escrow Agent shall not have any liability for any loss in an investment made pursuant to the terms of this Agreement. Market values, exchange rates and other valuation information (including without limitation, market value, current value or notional value) of any Alternative 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 Alternative 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 an Alternative Investment. Escrow Agent shall not have any liability for any loss sustained as a result of any 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 an Authorized Representative of the Parties to give Escrow Agent instructions to invest or reinvest the Escrow Property. Escrow Agent shall have the right to liquidate any investment...
Investment of Escrow Property. The Escrow Agent shall have no obligation to pay interest on or to invest or reinvest any Escrow Property deposited or received hereunder, except that (i) any cash included in the Escrow Property shall be deposited in U.S. Treasury Notes or Bills or certificates of deposit, interest bearing accounts or "money market" accounts of banks or trust companies organized in the United States having a minimum net worth of $1 billion, in each case with maturity dates not later than 30 days after the date of investment, and (ii) the Escrow Agent shall pay to the party or parties entitled to delivery of the Escrow Property the amount of interest actually earned, if any, on any cash included in Escrow Property in accordance with the terms of this Agreement.
Investment of Escrow Property. The Escrow Agent shall hold the Escrow Property in escrow and shall invest the Escrow Property and any interest or income thereon only in the Escrow Agent's Insured Money Market Account as described in Appendix II hereto ("IMMA"). As and when any portion of the Escrow Property and any interest or income thereon is to be released under this Agreement, the Escrow Agent shall not be liable for any loss of principal or income in connection therewith unless such loss results from or arises in connection with the Escrow Agent's gross negligence, willful misconduct or breach of this Agreement. All interest attributable to the Escrow Property shall be added to and be part of, and any loss shall be charged to, the Escrow Property for all purposes hereunder. At the time of delivery to Stockholders of any of the Escrow Property that is distributable to Stockholders hereunder, the Escrow Agent shall deliver to such Stockholders any accrued but unpaid interest or other earnings on such amount of the Escrow Property distributable to Stockholders hereunder (but not any accrued and unpaid interest or other earnings on such amount of the Escrow Property that is distributable to Parent hereunder, which shall instead be delivered to Parent (the "Parent Escrow Earnings Amount")).