IP Escrow Amount definition

IP Escrow Amount means an amount set forth in Section 8.14 of the Disclosure Schedules.
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IP Escrow Amount means (i) the number of shares of Parent Common Stock obtained by multiplying (x) the aggregate number of shares of Parent Common Stock issuable by Parent at the Effective Time to holders of Company Capital Stock in accordance with Section 1.6(a) by (y) 0.05.
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IP Escrow Amount means $750,000.
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Examples of IP Escrow Amount in a sentence

  • In the event that Sellers satisfy the IP Condition, then, within three Business Days of Sellers’ satisfaction of the IP Condition, 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 Sellers.

  • 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").

  • 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.

  • 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.

  • Upon the IP Escrow Termination Date, each Company Stockholder shall be entitled to receive its Pro Rata Interest of the IP Escrow Amount, and ECI shall cause any amount remaining in the IP Indemnity Account at such time to be released to the Paying Agent to be paid to the Company Stockholders in accordance with their respective Pro Rata Interests.

  • 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.

  • Notwithstanding the foregoing, to the extent that any then pending and unresolved claims for indemnification under Article VII exist for which ECI has timely provided notice in accordance with Section 7.06(c), the funds necessary to satisfy such claims (from the Initial Escrow Amount or the IP Escrow Amount, as applicable) will be retained by the Escrow Agent pursuant to the terms of the applicable Escrow Agreement until such claims are resolved.

  • 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.


More Definitions of IP Escrow Amount

IP Escrow Amount means the sum of (a) the number of shares of Parent Common Stock obtained by multiplying (i) the aggregate number of shares of Parent Common Stock issuable by Parent at the Effective Time to holders of Company Capital Stock in accordance with Section 1.6, including shares of Parent Common Stock issuable pursuant to Section 1.6(e) (which does not include any Parent Common Stock to be issued by Parent upon exercise of Company Options or Company Warrants after the Effective Time), by (ii) 0.10 plus (b) the aggregate amount of cash obtained by multiplying (i) the aggregate amount of cash issuable by Parent at the Effective Time to holders of Company Capital Stock in accordance with Section 1.6(e) (which does not include any cash to be issued by Parent upon exercise of Company Options or Company Warrants after the Effective Time) by (ii) 0.10.
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IP Escrow Amount means the sum of (a) the number of shares of Parent Common Stock obtained by multiplying (i) the aggregate number of shares of Parent Common Stock issuable by Parent at the Effective Time to (A) holders of Company Preferred Stock in consideration for such holders' shares of Company Preferred Stock and (B) the Management Holders of Company Common Stock in consideration for such holders' shares of Company Common Stock, in each case in accordance with Section 1.6, including shares of Parent Common Stock issuable pursuant to Section 1.6(e) (which does not include any Parent Common Stock to be issued by Parent upon exercise of Company Options or Company Warrants after the Effective Time), by (ii) 0.10 plus (b) the aggregate amount of cash obtained by multiplying (i) the aggregate amount of cash issuable by Parent at the Effective Time to (A) holders of Company Preferred Stock in consideration for such holders' shares of Company Preferred Stock and (B) the Management Holders of Company Common Stock in consideration for such holders' shares of Company Common Stock, in each case in accordance with Section 1.6(e) (which does not include any cash to be issued by Parent upon exercise of Company Options or Company Warrants after the Effective Time) by (ii) 0.10.
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IP Escrow Amount has the meaning set forth in Section 2.02.
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Related to IP Escrow Amount

  • Indemnity Escrow Amount means $3,000,000.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Escrow Cash is defined in Section 4.1(a).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Adjustment Escrow Amount means $2,000,000.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Working Capital Escrow Amount means $1,000,000.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Purchase Price Adjustment Escrow Amount means $1,500,000.

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Holdback has the meaning set forth in Section 4.1(d)(i).

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.