Examples of IP Escrow Amount in a sentence
On the latter model, the design question shifts to the optimal level of enforcement.
In the event that the IP Condition has not been satisfied prior to September 30, 2023 then, within three Business Days following September 30, 2023, Buyer and BBBY shall deliver Joint Instructions to the Escrow Agent instructing the Escrow Agent to release, within three Business Days following such instruction, the IP Escrow Amount to Buyer.
At the Closing, (a) Buyer shall pay to Sellers cash by wire transfer of immediately available funds in an amount equal to (i) the Cash Consideration minus (ii) the Deposit minus (iii) the GoB Escrow Amount minus (iv) the IP Escrow Amount and (b) Sellers shall direct the Deposit Escrow Agent to indefeasibly transfer the Deposit to an account designated by Sellers.
Subject to the terms and conditions hereof, the IP Escrow Amount shall be available to compensate Parent and its officers, directors, employees, agents, Affiliates and Associates (the "Parent Indemnitees") for any and all payments and disbursements made by any of the Parent Indemnitees (including attorneys' fees and other expenses of litigation, and amounts paid in settlement), directly or indirectly, as a result of IP Claims ("IP Losses").
For purpose of clarity, at the expiration of the Escrow Period relating to the General Escrow Amount, only such remaining portion of the Escrow Fund which relates to the General Escrow Amount shall be available for distribution to the Company's shareholders, while the portion of the Escrow Fund which relates to the IP Escrow Amount shall remain in the escrow.
Parent may at any time prior to the first release of any portion of the General Escrow Amount to the Company shareholders determine whether a claim which it may make against either the General Escrow Amount or the IP Escrow Amount shall be settled from the General Escrow Amount or the IP Escrow Amount and, if previously settled from one of the escrow amounts, may prior to such release cause a reallocation between the escrow amounts to reflect such determination.
On the Closing Date, Target shall deposit (i) the IP Escrow Amount to be held for the benefit of Acquiror pending resolution of certain IP matters, and (ii) the Commercial Escrow Amount pending receipt of certain account receivables.
The "IP Escrow Fund" shall mean the IP Escrow Amount, as such sum may be decreased as provided in the Escrow Agreement and in this Article 7.
Each of the Initial Escrow Amount and the IP Escrow Amount will be available to satisfy claims for Losses made by the ECI Indemnitees pursuant and subject to Article VII hereof.