DISTRIBUTION OF HOLDBACK. On the 120th day after the Closing Date, the Purchaser shall pay to the Seller an amount equal to the amount of the Holdback, if any, remaining after (i) all amounts owing to the Purchaser pursuant to Section 2.2 (Purchase Price Adjustment) have been satisfied, and (ii) all claims of the Purchaser under Section 8.2 (Indemnification) which have theretofore been finally resolved have been satisfied (the "Remaining Holdback") less any amount for which the Purchaser claims, prior to such 120th day, that it is entitled to receive indemnification pursuant to Section 8.2 (each, a "Pending Claim"). As soon as practicable following final resolution of all Pending Claims, the Purchaser shall pay to the Sellers an aggregate amount equal to the portion, if any, of the Holdback which remain after payment of the Remaining Holdback and final resolution of all Pending Claims.
DISTRIBUTION OF HOLDBACK. On the 90th day after the Closing Date, Purchaser shall pay to Seller an amount equal to the amount of the Holdback (together with all accrued but undistributed interest thereon paid at an annual interest rate of 8.5%), if any, remaining after (i) all amounts owing to Purchaser pursuant to Section 2.3 have been satisfied and (ii) all claims of Purchaser under Section 8.2 which have theretofore been finally resolved have been satisfied (the "Remaining Holdback") less any amount for which Purchaser claims, prior to such 90th day, that it is entitled to receive indemnification pursuant to Section 8.2 (each, a Pending Claim"); provided that Purchaser shall not be obligated to make such payment to Seller until Seller has provided to Purchaser evidence that all of the Lien Releases (as defined in Section 10.7) have been obtained. As soon as practicable following final resolution of all Pending Claims, Purchaser shall pay to Seller an aggregate amount equal to the portion, if any, of the Holdback (together with all accrued but undistributed interest thereon) which remains after payment of the Remaining Holdback and final resolution of all Pending Claims.
DISTRIBUTION OF HOLDBACK. On the 12 month anniversary of the Closing Date, fifty percent (50%) of the Holdback, less the amount of any Loss for which reductions have been made out of the Holdback as of such date, or for which there are indemnification claims then pending, shall be paid to Sellers. The remainder of the Holdback, less the amount of any Loss for which reductions have been made out of the Holdback as of such date, or for which there are indemnification claims then pending, shall be paid to Sellers on the 24 month anniversary of the Closing Date. Buyer shall be permitted to deduct the amount of any Loss that is agreed or resolved in accordance with the terms of this Agreement out of the Holdback. Promptly following the resolution of any indemnification claims then pending, any amount of the Holdback not payable to Buyer based on the resolution of a particular claim that was previously retained shall be paid to Seller.
DISTRIBUTION OF HOLDBACK. On the 150th day after the ------------------------ Closing Date, the Purchaser shall pay to the Seller an amount equal to the amount of the Holdback, if any, remaining after (i) all amounts owing to the Purchaser pursuant to Section 2.2 (Purchase Price Adjustment) have been satisfied, (ii) all amounts owing to the Purchaser pursuant to Section 2.4 (Account Receivable) have been satisfied, and (iii) all claims of the Purchaser under Section 8.2 (Indemnification) which have theretofore been finally resolved have been satisfied (the "Remaining Holdback") less any amount for which the ------------------ Purchaser in good faith claims, prior to such 150th day, that it is entitled to receive indemnification pursuant to Section 8.2 (each, a "Pending Claim"). As ------------- soon as practicable following final resolution of all Pending Claims, but in any event no later than the second anniversary of the date hereof, the Purchaser shall pay to the Sellers the remaining portion of the Holdback.
DISTRIBUTION OF HOLDBACK. On the 150th day after the Closing ------------------------ Date, the Purchaser shall pay to a Representative an amount equal to the amount of the Holdback, if any, remaining after all claims of the Purchaser under Section 9.2 which have theretofore been finally resolved have been satisfied (the "Remaining Holdback") less any amount for which the Purchaser claims, prior ------------------ to such 150th day, that it is entitled to receive indemnification pursuant to Section 9.2 (each, a "Pending Claim"). As soon as practicable following final ------------- resolution of all Pending Claims, the Purchaser shall pay to a Representative an aggregate amount equal to the portion, if any, of the Holdback which remains after payment of the Remaining Holdback and final resolution of all Pending Claims.
DISTRIBUTION OF HOLDBACK. Subject to the provisions of Section 3.2, on the one year anniversary of the Closing Date (the "Distribution Date"), Parent shall distribute to the Shareholders any Parent Preferred Shares remaining in the Holdback, less that number of Parent Preferred Shares having a value equal to any Pending Claims (based on the value of the Parent Preferred Shares on the Closing Date as provided in Section 2.1 of the Merger Agreement) outstanding on such Distribution Date. Parent shall be entitled to retain that portion of the Parent Preferred Shares in the Holdback equal to one hundred percent (100%) of such unsatisfied Pending Claims, plus accrued interest thereon from the date of the Claim Notice(s), and only the remaining balance of Parent Preferred Shares shall be delivered to the Shareholders. With respect to such Pending Claims, this Agreement shall remain in effect until such claims have been resolved in accordance with the procedures set forth in Section 2 of this Agreement.
DISTRIBUTION OF HOLDBACK. 16 ARTICLE 3
DISTRIBUTION OF HOLDBACK. On the 120th day after the Closing ------------------------ Date, the Purchaser shall pay to the Seller an amount equal to the amount of the Holdback (together with all accrued but undistributed interest thereon), if any, remaining after (i) all amounts owing to the Purchaser pursuant to Section 2.3 have been satisfied and (ii) all claims of the Purchaser under Section 8.2 which have theretofore been finally resolved have been satisfied (the "Remaining --------- Holdback") less any amount for which the Purchaser claims, prior to such 120th -------- day, that it is entitled to receive indemnification pursuant to Section 8.2 (each, a "Pending Claim"). As soon as practicable following final resolution of ------------- all Pending Claims, the Purchaser shall pay to the Seller an aggregate amount equal to the portion, if any, of the Holdback (together with all accrued but undistributed interest thereon) which remains after payment of the Remaining Holdback and final resolution of all Pending Claims.
DISTRIBUTION OF HOLDBACK. On the 90th day after the Closing Date (or such later date as the Actual Net Equity is as finally determined pursuant to Section 2.3(a) above), the Escrow Agent shall pay to the Representative (on behalf of the Sellers) an amount equal to the amount of funds in the Holdback Escrow Account, if any, remaining after all amounts owing to the Purchaser pursuant to Section 2.3 have been satisfied.
