Holdback Amount Sample Clauses
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Holdback Amount. Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchas...
Holdback Amount. As security for the obligations of the Shareholders under Section 10 of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount"), and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) above hereinafter being collectively referred to as the "Holdback Amount"). The shares of Nextera Class A Stock to be held by Nextera pursuant to clause (i) of the preceding paragraph shall be issued in the names of the Shareholders according to the relevant percentages set forth opposite each Shareholder's name on Exhibit A and the shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the names and according to the percentages specified in writing by the Shareholder Representative, but such certificates shall not be delivered to them. Such shares of Nextera Class A Stock shall be deemed to be the property of the Shareholders and shall not be deemed to be contingent consideration, but rather are being held back by Nextera as security for the indemnification obligations of the Shareholders hereunder. Any and all dividends and distributions which are declared and/or paid following the Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A Stock.
Holdback Amount. (a) The Holdback Amount shall serve as security and a source from which the Buyer Indemnified Parties may (upon notice to Sellers, which shall include reasonable evidence of such right to indemnification) offset, satisfy and recoup any right to indemnification or other amounts payable hereunder to which any Buyer Indemnified Party is entitled under this Article XII. Subject to Section 12.7(b), the Holdback Amount shall be the initial source of recovery for claims under Article XII.
(b) Subject to the limitations set forth in this Article XII, with respect to any Claim under (i) Section 12.1(a) (x) resulting from a breach of the Fundamental Representations or the Tax Representations or (y) based upon Fraud, (ii) Section 12.1(b), or (iii) Section 12.1(c), and only after (A) the full Holdback Amount has been made subject to a good faith Claim or Claims or has been otherwise exhausted pursuant to the terms of this Agreement or (B) the Holdback Amount has been released to Sellers pursuant to Section 12.7(c), the Buyer Indemnified Parties may seek recourse directly from Sellers for the remaining amount of the applicable Losses.
(c) On the one-year anniversary of the Closing Date, Buyer shall pay to Sellers, by wire transfer of immediately available funds, an aggregate amount equal to the Holdback Amount, minus the aggregate amount of Losses for (i) all resolved Claims and (ii) any unresolved good faith Claims ("Unresolved Claims"); provided that Buyer shall promptly pay to Sellers any amounts owed to Sellers upon and in accordance with the resolution of any Unresolved Claims.
Holdback Amount. The parties hereto expressly acknowledge and agree that any and all payments required to be made by the Series A Holders with respect to their indemnification obligations pursuant to Section 2.2 shall be automatically reduced by an amount equal to the aggregate amount of all Holdback Charges (as defined in the Company’s 2015 Incentive Bonus Plan, adopted by the Company Board on March 20, 2015 (the “2015 Incentive Bonus Plan”), and calculated in accordance with any award agreement thereunder (the “2015 Incentive Bonus Plan Award Agreements”)) for all current or former Participants (as defined in the 2015 Incentive Bonus Plan) with respect to the applicable claim for Losses (the “Aggregate Holdback Charge”) and the Surviving Corporation shall promptly pay to the applicable Parent Indemnified Party such Aggregate Holdback Charge (or retain such amount, if the Surviving Corporation is itself the Parent Indemnified Party); provided, however, that if the aggregate amount of the remaining Holdback Amounts (as defined in (and calculated in accordance with) the 2015 Incentive Bonus Plan, as modified in any 2015 Incentive Bonus Plan Award Agreement) for all current or former Participants (the “Aggregate Holdback Remaining Amount”) is less than that percentage of the Losses for any applicable claim pursuant to Section 2.2 equal to the sum of all then-applicable Applicable Percentages (as defined in the 2015 Incentive Bonus Plan) under all of the 2015 Incentive Bonus Plan Award Agreements, the payment required to be made by the Series A Holders with respect to such applicable claim pursuant to Section 2.2 shall instead be reduced by the Aggregate Holdback Remaining Amount and the Surviving Corporation shall promptly pay to the applicable Parent Indemnified Party the Aggregate Holdback Remaining Amount (or retain such amount, if the Surviving Corporation is itself the Parent Indemnified Party); provided, further, in no event shall a current or former Participant’s Holdback Amount be reduced below zero (0). Upon the reduction of any payment required to be made by the Series A Holders with respect to their indemnification obligations pursuant to Section 2.2 by the Aggregate Holdback Remaining Amount, pursuant to the second preceding proviso, then the indemnification obligations of the Series A Holders pursuant to Section 2.2 shall no longer in any way be reduced in accordance with this Section 2.9.
Holdback Amount. The Holdback Amount to the Escrow Agent by wire transfer of immediately available funds;
Holdback Amount. (a) If at any time prior to the Holdback Deadline, Buyer delivers to Seller a Notice of Claim that Buyer is entitled to indemnity pursuant to Section 10.1(a) from the Holdback Amount for any alleged Losses, within thirty (30) days after receipt of any such Notice of Claim, Seller shall either (i) (A) provide the Transfer Agent with the applicable Transfer Agent Documentation, in which case Buyer shall also provide the Transfer Agent with any applicable Transfer Agent Documentation, and (B) Seller and Buyer shall deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (1) transfer to Buyer Parent from the Holdback Amount a number of shares of Buyer Parent Common Stock (calculated at the Current Price) equal to all or a stipulated amount of such alleged Losses set forth in such Notice of Claim and (2) remove the Contract Legend on such shares or (ii) deliver to Buyer (A) a notice that Seller disputes that the members of the Buyer Indemnified Group are entitled to indemnity of all or any portion of the amount of the alleged Losses in Buyer’s Notice of Claim or (iii) any combination of clause (i) or (ii).
(b) If Seller (i) fails to timely deliver a notice to Buyer in response to a Buyer’s Notice of Claim in accordance with this Agreement or (ii) timely delivers a notice that Seller disputes only a portion of the Losses alleged in Buyer’s Notice of Claim in accordance with this Agreement, then (A) in the case of subpart (i) of this Section 10.11(b), Seller and Buyer shall (1) provide the Transfer Agent with the applicable Transfer Agent Documentation and (2) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer from the Holdback Amount to Buyer a number of shares of Buyer Parent Common Stock (calculated at the Current Price) equal to entire amount of the alleged Losses specified in the applicable Notice of Claim and (II) remove the Contract Legend on such shares and (B) in the case of subpart (ii) of this Section 10.11(b), Seller and Buyer shall (1) provide the Transfer Agent with the applicable Transfer Agent Documentation and (2) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer to Buyer Parent from the Holdback Amount a number of shares of Buyer Parent Common Stock (calculated at the Current Price) equal to the alleged Losses specified in Seller’s notice that are not in dispute and (II) remove the Contract Legend on such ...
Holdback Amount. Notwithstanding anything in this Agreement or the Escrow Agreement to the contrary, the terms and provisions set forth in this Section 13.6 shall control as to the Parties.
(a) At Closing, the Deposit shall automatically be converted to, and become, the Holdback Amount, which shall remain deposited at Closing with the Escrow Agent. The Holdback Amount shall be held by the Escrow Agent in accordance with the Escrow Agreement and paid out in accordance with the provisions of this Section 13.6 and the Escrow Agreement, as security against, and to support the satisfaction of the obligation to defend and indemnify or otherwise pay any amounts to any member of the Purchaser Group pursuant to Section 13.2.
(b) If at any time on or prior to the Final Holdback Release Date, Purchaser delivers to Sellers’ Representative a Claim Notice that any member of Purchaser Group is entitled under Section 13.2 to indemnity, payment and reimbursement for any alleged Damages, Sellers’ Representative shall, within thirty (30) days after the receipt of any such Claim Notice, deliver to Purchaser (i) a written response to the Claim Notice, and Purchaser and Sellers’ Representative shall promptly deliver to the Escrow Agent joint written instructions instructing the Escrow Agent to disburse to Purchaser from the Holdback Amount an amount equal to all or a stipulated amount of such alleged Damages set forth in such Claim Notice to such account(s) as Purchaser designates in such Claim Notice, (ii) a written notice to Purchaser that Sellers’ Representative disputes that Purchaser Group is entitled to indemnity, payment and reimbursement of all or any portion (which shall be stipulated in Sellers’ Representative’s notice) of the amount of the alleged Damages in Purchaser’s Claim Notice, or (iii) any combination of the foregoing. Timely delivery of Sellers’ Representative’s written notice stipulating that Sellers’ Representative disputes any portion of the amount of damages to which Purchaser claims the Purchaser Group is entitled shall constitute notice that such amount in dispute shall not be released by the Escrow Agent to Purchaser and that the Escrow Agent shall continue to hold such amount in accordance with the Escrow Agreement until the dispute has been fully resolved by final non-appealable court order, arbitrator’s decision, settlement or otherwise. The failure of Sellers’ Representative to deliver a written notice that Sellers’ Representative disputes any portion of the am...
Holdback Amount. DoveBid shall retain $500,000 of the Cash --------------- Consideration (the "Holdback Amount") as security for (i) the indemnification and other obligations of Unidyne and the Stockholders under this Agreement (including any claim for damages by DoveBid for breach of any obligations, representations or warranties of Unidyne or the Stockholders under this Agreement), and (ii) the indemnification and other obligations of B&B and the B&B Shareholders under the B&B Agreement (including any claim for damages by DoveBid for breach of any obligations, representations or warranties of B&B or the B&B Shareholders under the B&B Agreement); and Unidyne hereby grants DoveBid a security interest in such $500,000 and any accrued interest thereon in order to secure all such indemnity and other obligations and
Holdback Amount. Each Stockholder agrees that in the event of an --------------- underwritten public offering of Registrable Securities for the account of any Stockholder, such Stockholder and any Related Transferee thereof will not, without the written consent of the underwriters, offer for public sale (other than as part of such underwritten public offering) any Securities during the ten (10) days prior to and such number of days (not to exceed 180 days in the case of an initial public offering and 90 days in all other cases) after the effective date of the registration statement in connection with such public offering as the underwriters may reasonably request in writing.
Holdback Amount. Each Seller hereby acknowledges and agrees that the Holdback Amount shall be withheld and paid directly to an account maintained by the Representative (or a financial institution selected by the Representative) as a fund for the fees and expenses (including any legal fees and expenses) of the Representative incurred in connection with this Agreement, with any balance of the Holdback Amount not utilized for such purposes to be returned to the Sellers in accordance with their Pro Rata Percentage; provided, however, that in no event shall any portion of the Holdback Amount be returned to the Sellers prior to the final determination of the Cash Payment pursuant to Section 1.05 and the full payment of the amount owed by the Representative to Buyer, if any, pursuant to Section 1.04. In the event that the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Representative or any amounts owed by the Representative to Buyer hereunder (including pursuant to Sections 1.04 or 5.04), and in the event there are any remaining funds in the Escrow Amount to be distributed to the Sellers immediately prior to the final distribution from the Escrow Amount to the Sellers pursuant to the Escrow Agreement, the Representative shall be entitled to recover any such expenses from the Escrow Amount to the extent of such funds prior to the distribution of funds to the Sellers; provided, that in no event shall the Representative be entitled to recover such expenses from the Escrow Fund prior to the distribution of the then-remaining Escrow Funds, if any, to the Representative or the Sellers, as applicable, pursuant to the Escrow Agreement. The Representative shall be entitled to recover any remaining expenses or amounts directly from the Sellers (based on such Seller’s Pro Rata Percentage).