Common use of Litigation Escrow Clause in Contracts

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. 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 '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.