Litigation Escrow Sample Clauses
A Litigation Escrow clause establishes a dedicated escrow account to hold funds or assets that may be subject to claims arising from ongoing or potential litigation. In practice, a specified amount is set aside and managed by a neutral third party (the escrow agent) until the resolution of the legal dispute, ensuring that resources are available to satisfy any resulting judgments or settlements. This clause primarily functions to protect the interests of both parties by securing assets during uncertain legal proceedings and preventing premature distribution or dissipation of contested funds.
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Litigation Escrow. The Litigation Escrow shall be available to compensate Parent and its affiliates for any Losses that Parent or any of its affiliates has incurred or reasonably anticipates incurring by reason, directly or indirectly, of the Litigation Matters including, without limitation, any action brought directly against Parent after the Effective Time in respect of or related to the Litigation Matters ("Litigation Matter Losses"). In addition, the Litigation Escrow also shall be available to satisfy any claim for Specified Liabilities not otherwise deducted in calculating the Cash Equity Amount on the Closing Date and any payments in respect of Dissenting Shares (as contemplated by Section 1.7) in excess of the Merger Consideration that otherwise would have been payable in respect of such shares, in each case, to the extent not otherwise satisfied out of the General Escrow Fund.
Litigation Escrow. In the event that Tenant withholds rent in excess of that allowed by statutes or local ordinance, and Lessor institutes a lawsuit in Forcible Entry and Detainer to regain possession of the Apartment, or in contract to enforce any provision of this Lease, Tenant shall place such excess rent with the Clerk of Circuit Court, pending disposition of the lawsuit.
Litigation Escrow. Buyer and, upon the consent in the Bankruptcy Proceeding if necessary, MJ Research, Inc. shall enter into a joint defense agreement whereby the parties will define Buyer’s ability to participate in the Applera Litigation, which participation will require, among other things, that Buyer pay in full when due all Post-April Applera Fees as more fully set forth in Section 3.3; provided that, simultaneously with its execution and delivery to the Shareholders of this Agreement, Buyer shall, to the extent it has not already done so, deposit $2.5 million into an escrow account pursuant to the Litigation Escrow Agreement dated as of the date hereof by and among certain of the Subject Companies, the Shareholders, Buyer and the Escrow Agent named therein (the “Litigation Escrow”), which shall be used to pay the Post-April Applera Fees (which fees will be paid promptly upon receipt by Buyer, MJ GeneWorks and the Shareholders of a copy of the invoice therefor), and all amounts so paid shall be allocated to the payment of the Post-April Applera Fees as more fully described in Section 3.3, and shall be treated as part of the Post-April Applera Fees for purposes of Section 3.3. For the avoidance of doubt, prior to the Closing, Buyer shall have no obligation to pay any Post-Applera Fees except to the extent of the amount deposited in the Litigation Escrow.
Litigation Escrow