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.
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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.
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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.
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Litigation Escrow 
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Related to Litigation Escrow

  • Indemnity Escrow As a remedy for the indemnity set forth in Article VII, at the Closing, Parent shall deposit with the Escrow Agent 7.5% of the Transaction Shares (the “Escrowed Indemnity Shares”), comprised of Escrowed Earnout Shares (including First Target Shares, Second Target Shares and Third Target Shares) and Transaction Shares that are not Escrowed Earnout Shares to be held in a separate escrow account and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, all in accordance with Article VII hereof and the terms and conditions of the Escrow Agreement. On the fifth Business Day following the date (the “Indemnity Escrow Termination Date”) that is fifteen (15) months from the Closing Date, the Escrow Agent shall release the Escrowed Indemnity Shares, less any of such shares applied in satisfaction of a claim for indemnification and any of such shares related to a claim for indemnification that is then unresolved. Upon such release, Escrowed Indemnity Shares that constitute Transaction Shares shall be delivered to the Company Stockholders in accordance with Section 2.6(c) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered in accordance with the preceding sentence.

  • Claims Upon Escrow Fund (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer of Acquiror (an "Officer's Certificate") specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid, or properly accrued or arose, the nature of the misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent shall deliver to Acquiror out of the Escrow Fund, as promptly as practicable, Escrow Shares, Performance Option Shares or other assets held in the Escrow Fund having a value equal to such Damages, provided, however, that except in such instance where a Target Stockholder has -------- ------- delivered cash in lieu of surrendering Escrow Shares pursuant to Section 8.5(c) below (in which instance such cash may be delivered alongside any Escrow Shares), the Escrow Agent shall deliver all of the Escrow Shares prior to delivering any Performance Option Shares or other assets held in the Escrow Fund. All shares of Acquiror Common Stock subject to such claims shall remain in the Escrow Fund until Damages are actually incurred or paid or the Acquiror determines in its reasonable good faith judgment and certifies to the Escrow Agent that no Damages will be incurred or paid (in which event such shares shall be distributed to the Target Stockholders in accordance with Section 8.4 above). (b) For the purpose of compensating Acquiror for its Damages pursuant to this Agreement, the Escrow Shares, the Merger Shares and the Performance Option Shares shall be valued at the greater of the fair market value on the date of certification of such claim pursuant to this section, as determined by the Board of Directors of Acquiror acting in good faith, or $2.00 per share, provided, however, that if such certification occurs after the initial public offering of the Acquiror's Common Stock (the Acquiror IPO"), the Escrow Shares, the Merger Shares and the Performance Option Shares shall be valued at the closing price on such date as quoted by the Wall Street Journal (or if such paper is not published on such date, the next preceding date of publication). Acquiror shall set forth such value in each Officer's Certificate identifying Damages. The Escrow Agent may rely on such certificate without inquiry and may assume that the value set forth therein has been determined in good faith in accordance with this Section 8.5(b). (c) Prior to the Acquiror IPO, if any Target Stockholder shall disagree with the fair market value of the Escrow Shares (or if any Principal Stockholder shall disagree with the fair market value of the Performance Option Shares) as determined by the Board of Directors of Acquiror and set forth in an Officer's Certificate as such, such Target Stockholder or Principal Stockholder (as applicable) may elect to pay all (but not less than all) of his or her respective portion of the Damages claimed in such Officer's Certificate in cash in lieu of surrendering Escrow Shares or Performance Option Shares. Any Target Stockholder electing to pay his or her respective Damages in cash must deliver such cash in immediately available funds to the Escrow Agent together with a letter indicating the purpose of such funds not later than 10 calendar days following the receipt of the Officer's Certificate relating to such Damages by either Stockholders' Agent. The date of receipt of any Officer's Certificate shall be determined in accordance with Section 9.2 hereof. If the Escrow Agent shall not receive such funds prior to such time, the Escrow Agent shall, at Acquiror's option, distribute such Target Stockholder's Escrow Shares, or such Principal Stockholder's Performance Option Shares, to the Indemnified Persons and shall return any funds received to such Target Stockholder or Principal Stockholder, as applicable. No interest shall accrue on any cash so delivered irrespective of the amount of time that such cash is held by the Escrow Agent.

  • Indemnification Escrow (a) Subject to the applicable limitations set forth in this Article X, any amounts due by Seller to Purchaser pursuant to this Article X shall be first satisfied from the Escrowed Shares. To the extent that Purchaser is determined to be owed by Seller amounts in excess of the Indemnification Holdback Amount, Purchaser may seek payment for such amounts from Seller, subject to the limitations set forth in Section 10.4. (b) If Seller does not dispute any claim made by Purchaser against Seller, Seller and Purchaser shall provide written instructions to the Escrow Agent in accordance with the Escrow Agreement to disburse to Purchaser a number of Escrowed Shares equal to the amount of the undisputed claim divided by the Per Share Price. If Seller does dispute any claim made by Purchaser, then upon the final non-appealable determination of the amount in question (or an agreement between the Parties), as applicable, with respect to such claim, Seller and Purchaser shall provide written instructions to the Escrow Agent to disburse to Purchaser a number of Escrowed Shares equal to the amount determined by such final, non-appealable determination or agreement to be due pursuant to the terms of the Indemnification Escrow Agreement divided by the Per Share Price. (c) On the first (1st) anniversary of the Closing Date, Purchaser and Seller shall instruct the Escrow Agent to release to Seller all of the then-remaining Escrowed Shares, save and except a number of Escrowed Shares equal to (i) the sum of (A) Ten Million Dollars ($10,000,000) plus (B) the aggregate amount of all unsatisfied claims for indemnification that Purchaser has validly made against Seller on or before such date pursuant to this Article X and which are subject to satisfaction (in whole or in part) from the Escrowed Shares, divided by (ii) the Per Share Price. On the date that is eighteen (18) months after the Closing Date, Purchaser and Seller shall instruct the Escrow Agent to release to Seller the then-remaining Escrowed Shares, save and except a number of Escrowed Shares equal to the aggregate amount of all unsatisfied claims for indemnification that Purchaser has validly made against Seller on or before such date pursuant to this Article X and which are subject to satisfaction (in whole or in part) from the Escrowed Shares, divided by the Per Share Price. (d) The Parties agree to provide joint written instructions to the Indemnification Escrow Agent to distribute the Escrowed Shares as and when provided in this Agreement.

  • Escrow Account 27.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the "Escrow Bank") in accordance with this Agreement read with the Escrow Agreement. 27.1.2 The nature and scope of the Escrow Account shall be fully described in the agreement (the "Escrow Agreement") to be entered into amongst the Concessionaire, the Authority, the Escrow Bank and the Senior Lenders through the Lenders' Representative, which shall be substantially in the form set forth in Schedule-S.

  • Deposits into the Escrow Account All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for Investors in [●]”) for deposit into the Escrow Account. Escrow Agent shall process all Escrow Amounts for collection through the banking system, shall hold such funds, and shall maintain an accounting of each deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All monies so deposited in the Escrow Account and which have cleared the banking system are hereinafter referred to as the "Escrow Amount." No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified Subscription Agreement and/or offering documents, provide Escrow Agent with a copy of the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent in the performance of their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any funds delivered to it hereunder. Issuer shall assist Escrow Agent with clearing any and all AML and ACH exceptions. Funds Hold — clearing, settlement and risk management policy: All parties agree that funds are considered “cleared” as follows: * Wires — 24 hours after receipt of funds * Checks — 10 days after deposit * ACH — As transaction must clear in a manner similar to checks, and as Federal regulations provide investors with 60 days to recall funds. For risk reduction and protection, in making an effort to provide flexibility to Issuer, the Escrow Agent shall at its discretion post funds as cleared starting 10 calendar days after receipt. Of course, regardless of this operating policy, Issuer remains liable to immediately and without protestation or delay return to Prime Trust any funds recalled for whatever reason pursuant to Federal regulations. Notwithstanding the foregoing, cleared funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices.