Concluded Litigation Clause Samples

Concluded Litigation. The Seller hereby covenants and agrees that, by no later than the Closing, it shall have paid and discharged all Liabilities in regard to any concluded Legal Proceeding that has been reduced to Judgment against the Seller to the extent relating to the Business or against any Acquired Company, is the subject of an executed settlement agreement or otherwise concluded as of the Closing Date (except for any such Legal Proceeding as to which the Seller is pursuing an appeal), including without limitation those Legal Proceedings listed on Schedule 6.6(D). In addition, to the extent that the Legal Proceeding indicated with an asterisk (*) on Schedule 6.6(D) has not been paid and discharged by the Closing, the Seller hereby agrees that the full amount of the damages and costs awarded in the Judgment Entered After Finding dated March 23, 1998 totaling $41,752.83 shall be delivered by the Purchaser to the Escrow Agent from the Estimated Purchase Price, at the Closing, as an additional escrow amount (the "Litigation Escrow") to be so held by the Escrow Agent for use at the Seller's request to pay and discharge the final judgment in such case and any balance after the judgment has been so paid and discharged shall be delivered to the Seller, all as more fully set forth in the Escrow Agreement.