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 shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VIII. The Escrow Agent shall hold (and shall be directed by Parent and the Stockholder Representative) the Escrow Amount, together with any and all interest, income and gains (collectively, “Interest”) accrued thereon, in a separate and distinct account in the name of Computershare Trust Company, Inc., as the escrow agent for the parties hereto, subject to the terms and conditions of this Agreement. (ii) The Escrow Amount shall be invested in Federated U.S. Treasury Obligation Funds with maturities of not more than 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 Federated U.S. Treasury Obligation Funds 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. For tax reporting and withholding purposes, each Stockholder shall be treated as having received and contributed to the Escrow Fund income earned on such Stockholder’s Pro Rata Portion of the Escrow Fund, and shall be liable and responsible for any Taxes due with respect to such income.

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. The Escrow Agent shall hold (and shall be directed by hereof or pursuant to joint written instructions from Parent and the Stockholder Representative) the Escrow Amount, together with any and all interest, income and gains (collectively, “Interest”) accrued thereon, in a separate and distinct account in the name of Computershare Trust Company, Inc., as the escrow agent for the parties hereto, subject to the terms and conditions of this Agreement. (ii) Agent. The Escrow Amount Fund shall be invested in Federated U.S. Treasury Obligation Funds bills with maturities of not more than 30 thirty (30) days and any interest paid on such the cash contained in the Escrow Amount Fund shall be added to the Escrow Fund and become a part thereof. For any period of time before such Federated U.S. Treasury Obligation Funds bills can be purchased by the Escrow Agent or after such bills mature, the Escrow Amount Fund 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 the cash contained in the Escrow Amount Fund shall be added to the Escrow Fund and become a part thereof and available for satisfaction of claims. For tax reporting and withholding purposes, each Stockholder shall be treated as having received and contributed to The parties hereto agree that Parent is the Escrow Fund income earned on such Stockholder’s Pro Rata Portion owner of any cash in the Escrow Fund, and that all interest on or other taxable income, if any, earned from the investment of such cash pursuant to this Agreement shall be liable treated for tax purposes as earned by Parent. At the end of Parent's taxable year, an amount equal to the income earned from the investment of cash contained in the Escrow Fund shall be deemed distributed to the Company stockholders in accordance with the pro rata portion of the Escrow Fund to which each such stockholder would be entitled upon distribution of the Escrow Fund at the termination of the Escrow Period, and then recontributed by such stockholders to the Escrow Fund. The deemed distribution represents interest for the deferral of payment of a portion of the Merger Consideration resulting from the escrow arrangement. The Company stockholders shall be responsible for any Taxes due dues with respect to such incomethe deemed distribution.

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 shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VIII. The Escrow Agent shall hold (and shall be directed by Parent and the Stockholder Representative) the Escrow Amount, together with any and all interest, income and gains (collectively, “Interest”) accrued thereon, in a separate and distinct account in the name of Computershare Trust Company, Inc., as the escrow agent for the parties hereto, subject to the terms and conditions of this Agreement. (ii) The Escrow Amount shall be invested in Federated a U.S. Bank Treasury Obligation Funds bills with maturities of not more than 30 days and any interest paid on such Escrow Amount shall be added to the Escrow Fund and become a part thereof, subject to the last sentence of this Section 8.7(c)(ii). For any period of time before such Federated U.S. Treasury Obligation Funds 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. For tax reporting and withholding purposes, each Effective Time Company Stockholder shall be treated as having received and contributed to the Escrow Fund income earned on such Effective Time Company Stockholder’s Escrow Pro Rata Portion of the such Escrow Fund, and shall be liable and responsible for any Taxes due with respect to such income, and the Escrow Agent shall make quarterly distributions of any such income earned on the Escrow Fund and any dividends paid on the Escrow Shares to the Effective Time Company Stockholders according to their Escrow Pro Rata Portions. The Stockholder Representative shall cause each Effective Time Company Stockholder to provide the Escrow Agent with an IRS Form W-9 or an original W-8, as applicable, prior to the Closing.

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. The Escrow Agent shall hold (and shall be directed by Parent and the Stockholder RepresentativeRepresentative to hold) the Escrow Amount, together with any and all interest, income and gains (collectively, “Interest”) accrued thereon, in a separate and distinct account in the name of Computershare Trust CompanyU.S. Bank, Inc., National Association as the escrow agent for the parties hereto, subject to the terms and conditions of this Agreement. (ii) The Escrow Amount Fund shall be invested in Federated U.S. Treasury Obligation Funds bills with maturities of not more than 30 days and any interest paid on such cash portion of the Escrow Amount Fund shall be added to the Escrow Fund and become a part thereof. For any period of time before such Federated U.S. Treasury Obligation Funds bills can be purchased by the Escrow Agent Parent or after such bills mature, the Escrow Amount Fund shall be invested in a business U.S. Bank money market account of the Escrow Agent (or another nationally recognized banking institution) and any interest paid on such cash portion of the Escrow Amount Fund shall be added to the Escrow Fund and become a part thereof and shall be distributed to the Stockholders (in accordance with their respective Pro Rata Portions) at the end of the Initial Escrow Period or the Final Escrow Period, as the case may be, but such Interest shall not be available for satisfaction of claimsclaims of any Parent Indemnified Parties or indemnification obligations of the Stockholders as set forth above. For The parties hereto agree that, for tax reporting and withholding purposes, each Stockholder Parent shall be treated as having received and contributed deemed to be the Escrow Fund income earned on such Stockholder’s Pro Rata Portion owner of any cash in the Escrow Fund, and that all interest on or other taxable income, if any, earned from the investment of such cash pursuant to this Agreement shall be liable treated for tax purposes as earned by Parent. Upon the release of the cash in the Escrow Fund, a portion of any cash distributed to the Stockholders shall be treated as interest under the imputed interest rules of the Tax Code. The Parent and responsible the Stockholder Representative acknowledge that to the extent regulations of the Comptroller of the Currency or other regulatory entity grant the parties the right to receive brokerage confirmations of security transactions as they occur, the Parent and the Stockholder Representative specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish both parties monthly cash transaction statements which include detail for any Taxes due with respect to such incomeall investment transactions made by the Escrow Agent hereunder.