Litigation Escrow Amount definition

Litigation Escrow Amount has the meaning set forth in Section 1.4(e).
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Litigation Escrow Amount means $5,000,000 (five million dollars).
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Litigation Escrow Amount means [****].
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Examples of Litigation Escrow Amount in a sentence

  • On the second (2nd) anniversary of the Closing Date, RGF and the Seller Representative shall direct the Escrow Agent to release the then existing Litigation Escrow Amount, less the amount of pending claims for indemnification under clauses (iv) or (v) of Section 8.2(a) that have been properly asserted by the Buyer Indemnified Persons, to Sellers in accordance their Pro Rata Percentage to be disbursed in accordance with the terms of the Escrow Agreement.

  • At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback Shares and the Specific Litigation Escrow Amount.

  • Notwithstanding the foregoing, the provisions in this Section 1.8(c) with respect to the Special Litigation Escrow Amount shall not apply if there is a Special Litigation Matter Resolution prior to the Closing.

  • The parties hereto hereby acknowledge and agree that the Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount each shall be treated as an installment obligation for purposes of Section 453 of the Code, and no party shall take any action or filing position inconsistent with such characterization.

  • The Person serving as the Holder Representative may be replaced from time to time by the holders of a majority in interest of the Indemnification Escrow Amount plus the Special Litigation Escrow Amount upon not less than ten days’ prior written notice to Buyer and with Buyer’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

  • Notwithstanding the foregoing, the provisions in this Section 4.17(a) with respect to the Special Litigation Escrow Amount shall not apply if there is a Special Litigation Matter Resolution prior to the Closing.

  • Purchaser shall execute and deliver to Sellers at the Closing, a short term note (the “Short-Term Note”) dated the Closing Date, in a principal amount equal to $23,000,000 less the Company’s long-term debt and bank debt at Closing reflected on Schedule 4.8 (together with the Pre-Closing Litigation Escrow Amount, the “Initial Purchase Price”) as payment for the sale, transfer, conveyance, assignment and delivery of the Shares, subject to adjustment as set forth in Sections 2.3, 2.4, and 6.6(g).

  • Notwithstanding the foregoing, the provisions in this Section 1.6(c) with respect to the Special Litigation Escrow Amount shall not apply if there is a Special Litigation Matter Resolution prior to the Closing.

  • At Closing, Buyer shall deposit with the Escrow Agent a portion of the Merger Consideration equal to the sum of the Indemnification Escrow Amount plus the Special Litigation Escrow Amount plus the Holder Representative Escrow Amount.

  • The Indemnification Escrow Amount, the Special Litigation Escrow Amount and the Holder Representative Escrow Amount shall be held in trust by the Escrow Agent pursuant to the terms of the escrow agreement substantially in the form of Exhibit B (the “Escrow Agreement”) and shall be released in accordance with the terms thereof.


More Definitions of Litigation Escrow Amount

Litigation Escrow Amount means the funds available in the Litigation Escrow Account from time to time pursuant to the terms set out on the Escrow Agreement and which, for the purposes of clause 4.3 of this Agreement only (without prejudice to the provisions of this Agreement or the Escrow Agreement), will be equal to one million euro (EUR1,000,000);
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Related to Litigation Escrow Amount

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

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

  • Escrow 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.

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

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

  • 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.

  • Adjustment Escrow Amount means $1,000,000.

  • 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.

  • 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 Cash is defined in Section 4.1(a).

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

  • 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.

  • Working Capital Escrow Amount means $2,000,000.

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

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

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

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

  • 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 Deposit has the meaning set forth in Section 2.1.

  • 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”.

  • 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.

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

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

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