Common use of Escrow Contribution Clause in Contracts

Escrow Contribution. Immediately following the Effective Time, Parent shall cause to be delivered to the Escrow Agent, as a contribution to the Escrow Fund on behalf of the Company Stockholders and with respect to the shares of Company Capital Stock held by the Non-Dissenting Stockholders and holders of Company Options immediately prior to the Effective Time, the Escrow Amount; provided that Parent shall withhold from the Escrow Amount delivered to the Escrow Agent that portion that is attributable to shares of Company Capital Stock held by Parent as set forth in the Merger Consideration Certificate, and Parent shall be deemed to have waived any right to distributions from the Escrow Fund with respect to such shares. The Escrow Fund: (i) shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement; (ii) shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or other judicial process of any creditor of any Person; and (iii) shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. Parent shall be treated as the owner of the Escrow Fund for tax purposes until such funds are disbursed pursuant to this Agreement and the Escrow Agreement, and all interest on or other taxable income, if any, earned from the investment of such funds shall be treated for tax purposes as earned by Parent, subject to Parent’s right to receive tax distributions in respect of such taxable income as provided in the Escrow Agreement.