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 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.
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Examples of Litigation Escrow in a sentence

  • 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.

  • Notwithstanding the provisions of Section 11.15 of the Purchase Agreement, Shareholder hereby appoints ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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.

  • 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.

  • 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.

  • 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.

  • 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 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.

  • The costs of creating and maintaining the Reliant Refund Escrow, the California Litigation Escrow, and any other escrow accounts created in connection with this Agreement shall be the responsibility of the California Parties.

  • The period during which claims for indemnification from the Litigation Escrow Fund may be initiated (the “Litigation Escrow Claim Period”) will commence on the Closing Date and terminate upon the final settlement or other final determination of all disputes or matters outstanding under all Litigations (the “Litigation Claim Period Expiration Date”).


More Definitions of Litigation Escrow

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 Rich▇▇▇ ▇▇▇▇▇▇▇ ▇. Central Design Systems, Inc. and Will▇▇▇ ▇▇▇▇ ▇▇ 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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Litigation Escrow shall have the meaning as set forth in Section 2.3.
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Litigation Escrow has the meaning set forth in Section 1.2 of the Disclosure Schedule.
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Related to Litigation Escrow

  • Indemnity Escrow Account means the indemnity escrow account established by the Escrow Agent pursuant to the Escrow Agreement.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount, and the funds from time to time in such account established with the Escrow Agent pursuant to the Escrow Agreement.

  • 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).