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 hereof.
Protection of Escrow Fund. The Escrow Agent will hold and safeguard the Escrow Fund during the Escrow Period, will treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Buyer or Shareholder and will hold and dispose of the Escrow Fund only in accordance with the terms hereof. The Escrow Fund will be invested subject to the discretion of the Escrow Agent in demand and time deposits in banks or savings institutions, short term certificates of deposits or Treasury bills, or money market account instruments.
Protection of Escrow Fund. Distribution of Interest from Escrow --------------------------------------------------------------- Fund. ----
Protection of Escrow Fund. 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 hereof. For the purpose of investing funds held in the Escrow Fund, the Escrow Agent may accept written instructions from Shareholder Representative. Shareholder Representative shall indemnify and hold the Escrow Agent harmless from any and all liability for acting on and in accordance with such investment instruction purported to be given by the Shareholder Representative. The Escrow Agent shall not be responsible for the authenticity of any instructions, or be in any way liable for any unauthorized instruction or for acting on such an instruction, whether or not the person giving the instructions was, in fact, the Shareholder Representative. In no event shall the Escrow Agent be liable to the parties for any consequential, special, or exemplary damages, including but not limited to lost profits, from any cause whatsoever arising out of, or in any way connected with acting upon written investment instructions that are believed by the Escrow Agent to be genuine. In the absence of such instructions, the Escrow Agent shall invest, to the extent reasonably practicable, in the JPMorgan Chase Prime Fund, Reserve Shares. The Escrow Agent may make authorized investments through its own investment department or that of its Affiliates. The Escrow Agent shall not be liable for any loss resulting from such investments, including upon the sale or disposition of any investments. The Escrow Agent will act upon written investment instructions from the Shareholder Representative the day that such instructions are received, provided the requests are communicated within a sufficient amount of time to allow the Escrow Agent to make the specified investment. Instructions received after an applicable investment cutoff deadline will be treated as being received by the Escrow Agent on the next Business Day, and the Escrow Agent shall not be liable for any loss arising directly or indirectly, in whole or in part, from the inability to invest funds on the day the instructions are received. The Escrow Agent shall not be liable for any loss incurred by the actions of third parties or by any loss arising by error, failure, or delay in making an investment which is caused by circumstances beyond the Escrow ...
Protection of Escrow Fund. The Depository 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 shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (“New Shares”) in respect of shares of Parent Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof in proportion to their respective contributions to the Escrow Fund. Cash dividends (if any) on Parent Common Stock held in the Escrow Fund shall be added to the Escrow Fund. Each Company Shareholder shall not have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund on behalf of such Company Shareholder (or on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock), and such shares shall be counted for the purposes of establishing a quorum and shall be voted on any matter in the same proportion as the votes of all other shares voted on such matter. The parties acknowledge and agree that Parent is the owner of the cash in the Escrow Fund until it is distributed pursuant to Section 8.2(c). All interest and other income earned on the cash shall be added to the Escrow Fund and become part thereof, and shall be treated as earned by Parent for all income tax purposes.
Protection of Escrow Fund. (i) Each of the Stockholders shall have voting rights with respect to the shares of Parent Common Stock contributed to and held in the Escrow Fund on behalf of such Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). The Escrow Agent shall from time to time deliver such proxies, consents and other materials and documents as may be necessary to enable the Stockholders to exercise such voting rights, and shall instruct the Stockholders to return any instructions with respect to such voting rights to the Escrow Agent, who shall tabulate all votes received by the Stockholders and shall vote on their behalf in accordance with the instructions given by each such Stockholder. In the absence of instructions by any such Stockholder, the Escrow Agent shall not vote any of the shares held on behalf of such Stockholder.
Protection of Escrow Fund. The Escrow Agent shall hold and invest the Escrow Fund in accordance with the terms and conditions of the Escrow Agreement.
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 hereof. All income earned on the cash in the Escrow Fund, if any, shall become part of, and be held as an additional portion of the Escrow Fund in proportion to each Pathlore Stockholder’s original share of the Escrow Fund. The parties hereto agree that the Pathlore Stockholders, based on each Pathlore Stockholder’s Proportionate Interest, shall be the owners of any cash contained in the Escrow Fund, and that all interest on or other taxable income, if any, earned from the investment of cash contained in the Escrow Fund shall be treated for Tax purposes as earned by such Pathlore Stockholder. At the end of each calendar year, an amount equal to the income earned from the investment of cash contained in the Escrow Fund for the preceding taxable year (or portion thereof) shall be distributed to the Pathlore Stockholders in proportion to each applicable stockholder’s Proportionate Interest.
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 hereof. All income earned on the cash in the Escrow Fund, if any, shall become part of, and be held as an additional portion of the Escrow Fund in proportion to each Company Stockholder's original contribution to the Escrow Fund. For tax reporting and withholding purposes, all income earned on the cash in the Escrow Fund, if any, shall be treated as income earned by Parent and as payments of interest by Parent to the applicable Company Stockholders in proportion to each applicable stockholder's Pro Rata Portion, and shall be reported by the Escrow Agent as income to such applicable stockholders.
Protection of Escrow Fund. The Escrow Agent shall hold and safeguard the Company Stockholders' Indemnity Shares so long as such shares remain in the Escrow Fund, in accordance with the terms of this Agreement and not as the property of Parent, and shall hold and dispose of the Company Stockholders' Indemnity Shares only in accordance with the terms hereof.
