Establishment of the Escrow Funds. (a) The Purchaser shall notify the Escrow Agent of the date of the Closing in writing at least three (3) Business Days prior to the Closing Date. Pursuant to Section 2.05(b) of the Stock Purchase Agreement, the Purchaser shall deliver to the Escrow Agent on the Closing Date the Adjustment Escrow Amount and the Indemnity Escrow Amount. The Escrow Agent shall hold the Adjustment Escrow Fund and the Indemnity Escrow Fund in escrow pursuant to this Agreement in the Adjustment Escrow Account and the Indemnity Escrow Account, respectively.
Establishment of the Escrow Funds. At the Closing, Seller shall deposit the Singapore Subsidiary Shares with the Escrow Agent, such deposit to constitute the Share Escrow Fund which shall be governed by the terms set forth herein and the Escrow Agreement, and Buyer shall deliver endorsed stock powers to the Escrow Agent in accordance with the Escrow Agreement. In accordance with Section 2.07(c) hereof, within two (2) Business Days of Buyer’s obtaining the requisite investment approval from the Investment Commission of the Ministry of Economic Affairs of the Republic of China (Taiwan), Buyer shall deliver to the Escrow Agent the Cash Escrow Amount for deposit with the Escrow Agent, such deposit to constitute the Cash Escrow Fund, which shall be governed by the terms set forth herein and the Escrow Agreement.
Establishment of the Escrow Funds. (a) Pursuant to Section 2.08 of the Merger Agreement, Parent shall deliver to the Escrow Agent on the date hereof the Escrow Amount either by wire transfer or certified check. The Escrow Agent shall hold the Escrow Amount and all interest and other amounts earned thereon (the "Escrow Fund") in escrow pursuant to this Agreement.
Establishment of the Escrow Funds. (a) The Purchaser shall notify the Escrow Agent of the date of the Closing in writing at least three (3) Business Days prior to the Closing Date. Pursuant to Section 2.05(b) of the Stock Purchase Agreement, the Purchaser shall deliver to the Escrow Agent on the Closing Date the Adjustment Escrow Amount and the Indemnity Escrow Amount. The Escrow Agent shall hold the Adjustment Escrow Fund and the Indemnity Escrow Fund in escrow pursuant to this Agreement in the Adjustment Escrow Account and the Indemnity Escrow Account, respectively. (b) The Purchaser, the Company and the Stockholders confirm to the Escrow Agent and to each other that each of the Adjustment Escrow Fund and the Indemnity Escrow Fund will be free and clear of all Liens except as may be created by this Agreement and the Stock Purchase Agreement.
Establishment of the Escrow Funds. (a) The One Year Escrow Fund. Pursuant to the terms of Section 3.2(b)(ii)(C)(1) of the Stock Purchase Agreement, Buyer has provided written instructions to the Transfer Agent to register the One Year Escrow Shares in the name of the Escrow Agent. Immediately upon ascertaining that the Transfer Agent has complied with its written instructions to register the One Year Escrow Shares in the name of Escrow Agent, as aforesaid, and its providing written notice of such compliance to Paying Agent, Buyer shall have no further liability to Paying Agent or any of the Sellers with respect to the delivery of the One Year Escrow Shares.
Establishment of the Escrow Funds. As soon as practicable after the Effective Time, the Escrow Fund, without any act of any Stockholder, will be deposited by Parent with the Depositary Agent, such deposit to be governed by the terms set forth herein and at Parent's sole cost and expense. The portion of the Escrow Fund contributed on behalf of each Stockholder shall be in proportion to the aggregate number of shares of Parent Stock which such holder would otherwise be entitled under Section 2.7. Notwithstanding the references in this Agreement to the "escrow" and the Escrow Fund, the parties acknowledge and agree that the Depositary Agent is acting as a depository and not as an escrow agent pursuant to this Article 10.
Establishment of the Escrow Funds. As soon as practicable after the Effective Time, the Escrow Shares (consisting of the General Escrow Fund and the Tax Audit Escrow Fund), without any act of any Stockholder, will be deposited by Parent with the Depositary Agent, such deposit to be governed by the terms set forth herein and at Parent's sole cost and expense. The portion of the Escrow Shares contributed on behalf of each Stockholder shall be in proportion to the aggregate number of shares of Parent Stock which such holder would otherwise be entitled under Section 2.6. Notwithstanding the references in this Agreement to the "escrow" and the Escrow Shares, the parties acknowledge and agree that the Depositary Agent is acting as a depository and not as an escrow agent pursuant to this Article 9.
Establishment of the Escrow Funds. (a) Pursuant to Section 3.13 of the Purchase Agreement, the Buyer shall deliver to the Escrow Agent on the date hereof the Adjustment Escrow Amount and the Remediation Escrow Amount. The Escrow Agent shall hold the Adjustment Escrow Amount and all interest and other amounts earned thereon (the "Adjustment Escrow Fund") and the Remediation Escrow Amount and all interest and other amounts earned thereon (the "Remediation Escrow Fund"; the Adjustment Escrow Fund together with the Remediation Escrow Fund being referred to herein as the "Escrow Funds") in escrow pursuant to this Agreement, in the Adjustment Escrow Account and the Remediation Escrow Account, respectively.
Establishment of the Escrow Funds. On the date hereof, OEP shall deposit with the Escrow Agent, and the Escrow Agent shall hold the Escrow Funds (as defined below) in escrow upon the terms and conditions hereinafter set forth. Any and all earnings, proceeds, interest and income earned by the Escrow Amount (or any portion thereof) as a result of investments made by the Escrow Agent in accordance with Section 3 are hereinafter referred to as the “Escrow Interests.” The Escrow Amount plus the Escrow Interests, less any amounts paid out pursuant to this Agreement from time to time, is referred to herein as the “Escrow Funds” and shall be held by the Escrow Agent in accordance with the terms and conditions hereinafter set forth.
Establishment of the Escrow Funds. (a) Pursuant to Section 1.08 of the Merger Agreement, the Company shall deliver to the Escrow Agent on the date hereof the Escrow Amount. The Escrow Agent shall hold the Escrow Amount and all interest and other amounts earned thereon (the "Escrow Fund") in escrow pursuant to this Agreement, in the Escrow Account.
