Common use of Protection of Escrow Fund Clause in Contracts

Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VIII. (ii) The Escrow Amount shall be invested in U.S. Treasury bills with maturities of not more than thirty (30) days and any interest paid on such Escrow Amount shall be added to the Escrow Fund and become a part thereof. For any period of time before such U.S. Treasury bills can be purchased by the Escrow Agent or after such bills mature, the Escrow Amount shall be invested in a business money market account of the Escrow Agent (or another nationally recognized banking institution) and any interest paid on such Escrow Amount shall be added to the Escrow Fund and become a part thereof and available for satisfaction of claims. Each Principal Shareholder shall be liable and responsible for any Taxes due with respect to income earned on such Principal Shareholder’s Pro Rata Portion of the Escrow Fund.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Epicor Software Corp)

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Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VIII. (ii) The Escrow Amount shall be invested in U.S. Treasury bills with maturities of not more than thirty (30) days 30 days, and any interest paid on such Escrow Amount shall be added to the Escrow Fund and become a deemed part thereof. For any period of time before such U.S. Treasury bills can be purchased by the Escrow Agent or after such bills mature, the Escrow Amount shall be invested in a business U.S. Bank money market account of the Escrow Agent (or another nationally recognized banking institution) Agent, and any interest paid on such Escrow Amount during such time shall be added to the Escrow Fund and become a deemed part thereof and available for satisfaction of claimsthereof. Each Principal Shareholder shall be liable and responsible for any Taxes due with respect to income earned on such Principal Shareholder’s 's Pro Rata Portion of the Escrow Fund.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pc Tel Inc)

Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VIIIIX and Section 2.10 hereof. (ii) The cash portion of the Escrow Amount shall be invested in U.S. Treasury bills with maturities of not more than thirty (30) 30 days and any interest paid on such Escrow Amount shall be added to the Escrow Fund and become a part thereof. For any period of time before such U.S. Treasury bills can be purchased by the Escrow Agent or after such bills mature, the Escrow Amount shall be invested in a business money market account U.S. Bank Money Market Account of the Escrow Agent (or another nationally recognized banking institution) and any interest paid on such Escrow Amount shall be added to the Escrow Fund and become a part thereof and available for satisfaction of claims. Each Principal Shareholder . (iii) For all income Tax purposes, including Tax reporting and withholding, Parent shall be treated as the owner of the Escrow Fund assets, and Parent shall be liable and responsible for any Taxes due with respect to income earned on such Principal Shareholder’s Pro Rata Portion of the Escrow FundFund assets.

Appears in 1 contract

Samples: Merger Agreement (Foxhollow Technologies, Inc.)

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Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VIIIhereof. (ii) The Escrow Amount shall be invested in U.S. Treasury bills with maturities of not more than thirty (30) days and any interest paid on such Escrow Amount shall be added to the Escrow Fund and become a deemed part thereof. For any period of time before such U.S. Treasury bills can be purchased by the Escrow Agent or after such bills mature, the Escrow Amount shall be invested in a business money market account of the Escrow Agent (or another nationally recognized banking institution) and any interest paid on such Escrow Amount during such time shall be added to the Escrow Fund and become a deemed part thereof and available for satisfaction of claimsthereof. Each Principal Shareholder shall be liable and responsible for any Taxes due with respect to income earned on such Principal Shareholder’s Pro Rata Portion 's portion of the Escrow Fund.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Hi/Fn Inc)

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