Litigation Escrow definition

Litigation Escrow means the $6,000,000 escrow fund established in connection with the Existing Litigation pursuant to the Escrow Agreement.
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Litigation Escrow means the escrow described in Section 2.3 hereof.
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Litigation Escrow has the meaning set forth in Section 1.2 of the Disclosure Schedule.
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Examples of Litigation Escrow in a sentence

  • Said amount shall be paid into the California Litigation Escrow and allocated among the California Utilities on a pro rata basis determined with reference to the total principal amount of the refund (including Deemed Distributions) allocated to each of the California Utilities in the Allocation Matrix for that period.

  • Notwithstanding the provisions of Section 11.15 of the Purchase Agreement, Shareholder hereby appoints Xxxxx Xxxxxxxxx as his Seller’s Representative solely for the purposes of (a) receiving and distributing funds under the Short-Term Note and (b) the duties and responsibilities of Seller’s Representative under the Pre-Closing Litigation Escrow, if any.

  • The Escrow Agent will be entitled to rely on any such memorandum and will distribute the cash as soon as practicable from the Litigation Escrow Fund in accordance with the terms thereof.

  • Said amount shall be paid into the California Litigation Escrow and allocated among the California Utilities on a pro rata basis determined with reference to the total principal amount of the refund (including Deemed Distributions) allocated to each of the California Utilities in the FERC Refund Allocation Matrix for that period.

  • Each Party shall reasonably and in good faith cooperate with each other and the ISO and PX and take all reasonable steps to secure (i) the release and transfer of funds to the Settling Supplier Refund Escrow and California Litigation Escrow as contemplated by this Agreement, (ii) the accounting treatment contemplated under this Article VI, and (iii) any other acts of the PX or the ISO necessary to effectuate the terms of this Agreement.

  • At the Closing, the Buyer and Shareholders shall enter into the Indemnification Escrow Agreement, pursuant to Section 9.8, shall enter into the Severance Escrow Agreement, pursuant to Section 7.19, and, to the extent the parties have not already done so, shall enter into the agreement establishing the Litigation Escrow with Buyer pursuant to Section 7.9, and Buyer shall make the deposits (to the extent not already done) into the escrows thereunder.

  • Upon such termination, Buyer shall be deemed to pay or otherwise forfeit the $2.5 Million contributed to the Litigation Escrow, which $2.5 Million shall in such case be treated as a signing payment to the Subject Companies for this Agreement and such related Agreements and the right of Buyer to hold the Subject Companies off the market during the period prior to the Closing.

  • In the event that neither the Representative Fund nor the Litigation Escrow Fund are available to reimburse the Representative for Litigation Representative Expenses, the Indemnifying Founders shall indemnify the Representative according to their Aggregate Litigation Funding Percentage for such expenses.

  • With respect to Litigation Liability Claims, if not paid directly to the Representative by the Indemnifying Founders, any such Representative Losses may be recovered by the Representative from the amounts in the Litigation Escrow Fund at such time as remaining amounts in the Litigation Escrow Fund would otherwise be distributable to the Indemnifying Founders.

  • Said amount shall be paid into the California Litigation Escrow and allocated among the California Utilities pursuant to an allocation set forth in the Allocation Agreement.


More Definitions of Litigation Escrow

Litigation Escrow shall have the meaning as set forth in Section 2.3.
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Litigation Escrow shall be equal to the number of shares of Buyer Common Stock equal to the result (rounded to the nearest whole number) of (x) $900,000 divided by (y) the Buyer Closing Stock Price. The "ADJUSTMENT CASH ESCROW" shall be the cash amount equal to: (a) if the Estimated Tangible Net Worth is a positive number, $4,000,000, or (b) if the Estimated Tangible Net Worth is a negative number, the result (but not below zero) of (1) $4,000,000 minus (2) the absolute value of the Estimated Tangible Net Worth. The "ADJUSTMENT STOCK ESCROW" shall be the number of shares of Buyer Common Stock that equals the result (rounded to the nearest whole number) of (i) $5,400,000 less the Adjustment Cash Escrow, divided by (ii) the Buyer Closing Stock Price. At the Closing, Buyer shall deliver to the Escrow Agent, pursuant to the Escrow Agreement, the Indemnity Escrow, the Litigation Escrow, the Adjustment Cash Escrow and the Adjustment Stock Escrow. The cash payment by Buyer to Seller pursuant to this Section 2.3 shall be made by wire transfer of immediately available funds to such account of Seller to be designated by Seller by written notice to Buyer at least two (2) Business Days prior to the Closing Date. At the Closing, Buyer shall deliver to Seller a certificate for the number of Buyer Shares to be issued to Seller at the Closing pursuant to this Section 2.3, registered in the name of Seller.
Sample 1
Litigation Escrow means the escrow in sum of $120,000 established by the Company Shareholders from the Initial Closing Consideration to fund the Company's obligation, if any, in connection with the litigation entitled Richxxx XxXxxxx x. Central Design Systems, Inc. and Willxxx Xxxx xx may be required by a final judgment when rendered in such action, or any sum paid to settle, dismiss or otherwise terminate such action.
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Related to Litigation Escrow

  • 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.

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

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

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

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

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • 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.

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

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • 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.

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

  • 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.

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

  • 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”.

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

  • 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 interest or other amounts earned thereon.

  • The Escrow Agent s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by written notice to the Company and the Purchaser. In the event of any such resignation, the Purchaser and the Company shall appoint a successor Escrow Agent.

  • Professional Fee Escrow means a non-interest-bearing escrow account established and funded pursuant to Article II.C.3.

  • Settlement Account means an account established at a financial institution designated by Merchant as the account to be credited and debited by the Servicers for Transactions, Card Fees, Chargebacks and other amount assessed by a Card Association and passed- through to Merchant pursuant to the terms of this Agreement.

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.

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

  • Escrowed Property has the meaning set forth in the Escrow Agreement.

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

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