Common use of Litigation Proceeds Clause in Contracts

Litigation Proceeds. Following the Closing, in the event that the Company shall be awarded or otherwise receive by way of settlement or otherwise cash resulting from counterclaims filed by the Company in connection with the Known Litigation Claims and Liabilities (such cash amounts, the “Counterclaim Proceeds”), the Parties agree that such Counterclaim Proceeds shall be distributed by the Company (and Buyer shall cause the Company to so distribute such proceeds) as follows within 15 Business Days of the Company’s receipt thereof: (a) First, to Buyer until such time as Buyer has received an amount equal to all actual, out-of-pocket and documented third party expenses incurred by Buyer and the Company in connection with the known litigation matters described in Section 6.16 of the Disclosure Schedules, including all obligations, costs and expenses and any other obligations, costs and expenses required by any Government Entity in connection therewith, since the Closing Date; (b) Second, to Sellers and the Optionholder (in accordance with each Seller’s and the Optionholder’s Allocable Portion), until such time as Sellers have received an aggregate amount equal to all actual, out-of-pocket and documented third party expenses incurred by the Company in connection with the known litigation matters described in Section 6.16 of the Disclosure Schedules, including all obligations, costs and expenses and any other obligations, costs and expenses required by any Government Entity in connection therewith, prior to the Closing Date; and (c) Thereafter, 50% to Buyer and 50% to Sellers and Optionholder (in accordance with each Seller’s and the Optionholder’s Allocable Portion). Buyer shall not be entitled to off-set or deduct from the Counterclaim Proceeds any amounts that might be owed by Sellers hereunder for any reason, including without limitation on account of any indemnification claims.

Litigation Proceeds. Following the Closing, in the event that the Company shall be awarded or otherwise receive by way of settlement or otherwise cash resulting from counterclaims filed by the Company in connection with the Known Litigation Claims and Liabilities (such cash amounts, the “Counterclaim Proceeds”), the Parties agree that such Counterclaim Proceeds shall be distributed by the Company (and Buyer shall cause the Company to so distribute such proceeds) as follows within 15 Business Days of the Company’s receipt thereof: (a) First, to Buyer until such time as Buyer has received an amount equal to all actual, out-of-pocket and documented third party expenses incurred by Buyer and the Company in connection with the known litigation matters described in Section 6.16 of the Disclosure Schedules, including all obligations, costs and expenses and any other obligations, costs and expenses required by any Government Entity in connection therewith, since the Closing Date; (b) Second, to Sellers and the Optionholder (in accordance with each Seller’s and the Optionholder’s Allocable Portion), until such time as Sellers have received an aggregate amount equal to all actual, out-of-pocket and documented third party expenses incurred by the Company in connection with the known litigation matters described in Section 6.16 of the Disclosure Schedules, including all obligations, costs and expenses and any other obligations, costs and expenses required by any Government Entity in connection therewith, prior to the Closing Date; and (c) Thereafter, 50% to Buyer and 50% to Sellers and Optionholder (in accordance with each Seller’s and the Optionholder’s Allocable Portion). Buyer shall not be entitled to off-set or deduct from the Counterclaim Proceeds any amounts that might be owed by Sellers hereunder for any reason, including without limitation on account of any indemnification claims.